The Directors recognise the value and importance of high standards of corporate governance and that the UK Corporate Governance Code and QCA Corporate Governance Code for Small and Mid-Sized Quoted Companies provide respected guidance on best practice in this regard. So far as is practical and appropriate for a company of the Group's size and nature, the board adopts and follows their recommendations.
The board has appointed non-executive directors who it considers to have the requisite skills and experience to challenge the Group's executive team and to hold them to account for the performance and management of the business.
TThe UK Corporate Governance Code provides guidance on when a non-executive director might be considered ‘independent’. The board considers that two of the Company’s non-executive directors meet these independence criteria and therefore deem both Sophie Tomkins and Greg Hodder to be independent.
Matters Reserved to the Board
The board has reserved certain matters that will not be delegated. These matters are set out in a formal schedule. This schedule will be reviewed periodically.
Matters outside of those reserved to the board may be delegated and, with effect from Admission, the Board established an audit committee (the "Audit Committee") and a remuneration committee (the "Remuneration Committee") to which certain responsibilities were delegated. The work of these committees and the delegation of responsibilities to the chairman and chief executive are described below.
The Audit Committee is chaired by independent non-executive director, Sophie Tomkins. Sophie is a chartered accountant with recent and relevant experience. The committee's other members are Andrew Gerrie and Greg Hodder.
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. Its full responsibilities are set out in its terms of reference.
The committee receives and review reports from the Company's management and auditor relating to the interim and annual accounts, the financial and internal control systems in use throughout the Group, risks faced by the business and the risk management processes that are in place to minimise and mitigate them, and Group policies on matters such as whistleblowing and anti-bribery. The Audit Committee meets at least twice a year and has unrestricted access to the Company's auditor. The CFO is expected to attend meetings of the Audit Committee but committee also takes time to meet with the auditor in the absence of management.
The Remuneration Committee is chaired by Greg Hodder. Its other member is independent non-executive director, Sophie Tomkins. The Remuneration Committee has responsibility for reviewing the performance of the Executive Directors and for make recommendations to the Board on matters relating to their remuneration and terms of employment. Its full responsibilities are set out in its terms of reference.
The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives. The remuneration and terms and conditions of appointment of the non-executive directors of the Company will be set by the board.
The Remuneration Committee meets at least once a year.
Chairman and Chief Executive
Whilst the Board has collective responsibility for the governance of the Company, it is nevertheless important that the individual responsibilities of different directors are clear and well defined. In particular, in accordance with best practice, the Board has separated the roles of the chairman and chief executive.
The chairman, Andrew Gerrie, is responsible for leading the Board and for ensuring it discharges its function and responsibilities properly and effectively.
The chief executive leads the management and operation of the business and is accountable to the Board for doing so.
The Directors have put in place a dealing policy and procedures to comply, and procure compliance with, Rule 21 of the AIM Rules for Companies relating to dealings by directors and other applicable employees in the Company's securities. The Company has adopted an appropriate share dealing code and take steps to ensure its requirements are communicated and understood by directors and those employees who are required to comply with it.