Whilst the Group is listed on AIM, it is not required to comply with the provisions of the UK Corporate Governance Code (“the Code”).The Board, however, is committed to a high standard of corporate governance across the Group, recognising that it is important in protecting shareholders’ interests and the long-term success of the Group. It has therefore adopted some of the principles of the Code so far as the Board consider practicable and appropriate to the size of the Group.
Board and Committee Structure
The Board, which is headed by the Chairman, comprises five Directors, three of whom are non-executive. Directors’ profiles are available here. The Board meet at least seven times throughout the year, with further ad hoc meetings as required.
The Board has established a number of Committees to assist in the discharge of its responsibilities. These are:
Through the Audit Committee, the Directors ensure the integrity of financial information, the effectiveness of the financial controls and the internal control and risk management systems. The Audit Committee is composed of two Non-Executive Directors including Nick Downshire who has been appointed Chairman. The Chief Financial Officer and external auditors attend by invitation.
The Company has established a Nomination Committee currently composed of two Non-Executive Directors including Ray Harding as Chair. Meetings are arranged as necessary. The Committee is responsible for nominating candidates (both Executive and Non-Executive) for the approval of the Board, to fill vacancies or appoint additional persons to the Board. All Directors are required to seek election by shareholders at the first opportunity after their appointment and must stand for re-election to the Board every three years under the Company’s Articles of Association.
The members of the Remuneration Committee are Ray Harding (Chairman) and Nick Downshire. Under its Terms of Reference, the Remuneration Committee is required to meet at least twice a year and at such times as the Chairman of the Committee shall think fit. The Committee’s primary responsibilities are to set key performance targets for Executive Directors, assess executive remuneration against targets, and ensure that remuneration standards at the Company are in line with best practice and guidance. During 2016, the Committee sought external guidance for the setting of FY17 remuneration. Further, during 2014 the advice of KPMG LLP was taken to provide guidance on the Group’s Long Term Incentive Plan. The Remuneration Committee reports on its activities to the Board meeting immediately following the committee’s meetings.
Senior Management Team
This comprises six senior managers and the CFO and is chaired by the CEO. The SMT meet monthly to consider in particular strategic and operational plans, monitor operating and financial performance and assess and manage business risk.