Corporate Governance and Board practices
The Board recognises the importance of sound corporate governance and seeks to comply with the QCA Code. The Company’s Corporate Governance Statement can be found by clicking the following link: QCA Compliance Statement
The Board comprises two executive directors and four non-executive directors, one of whom, Stephen Blyth, is not considered to be independent. The Board has established an Audit and Risk Committee, a Remuneration Committee and a Disclosure Committee with formally delegated duties and responsibilities and each with written terms of reference.
Audit and Risk Committee
The Audit and Risk Committee consists of Charles McGurin and is chaired by Rob Riddleston. New committee members will be duly appointed following the resignations of Mark Whiteling and Stephen Blyth from the board. The Audit and Risk Committee meets at twice per annum and otherwise as required.
It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the consolidated financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit and Risk Committee has unrestricted access to the Company’s external auditors.
The Remuneration Committee consists of Rob Riddleston and is chaired by Charles McGurin. A new committee member will be duly appointed following the resignation of Mark Whiteling from the board. It meets at least once per annum and at such other times as required.
The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive directors, the non-executive directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for determining the total individual remuneration package of the chairman, each executive and non-executive director, the Company secretary and other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.
The Disclosure Committee provides support to the Board in relation to compliance with MAR, the Disclosure, Guidance and Transparency Rules and the AIM Rules for Companies and the identification, control and disclosure of “inside information”. The Disclosure Committee comprises all of the Directors, but has a quorum of any three Directors provided at least one executive Director and at least one independent non-executive Director is present. Gillian Wilmott chairs the Disclosure Committee, which meets at such times and in such manner as shall be necessary or appropriate.
The Company considers that, at this stage of its development and given the current size of its Board, it is not necessary to establish a formal nominations committee. This position will be reviewed on a regular basis by the Directors.
Share dealing code
The Company has adopted a share dealing code for the Board and certain employees in accordance with the provisions of MAR and the AIM Rules, and the Company takes all reasonable steps to ensure compliance by the Board and any relevant “applicable employees” (as defined in the AIM Rules) with such code.
Anti-bribery and corruption policy
The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.