The Group is supportive of the principles embodied in the UK Corporate Governance Code that was issued by the Financial Reporting Council in 2010 and most recently updated in 2014.
The Group has appointed non-executive directors to bring an independent view to The Board and to provide a balance to the executive directors. The Board of directors is comprised of two executive directors, two independent non-executive directors and chairman, Richard Rose.
The Board meets monthly throughout the year, and meets at various times between these dates to discuss matters and agree actions on an ongoing basis. In preparation of each regular meeting, The Board receives a board pack with the information necessary for it to discharge its duties. The Board has responsibility for reviewing and approving The Group’s strategy, its financial plans, regulatory announcements, major items of expenditure, investments, acquisitions and disposals and the directors’ report and annual and interim financial statements.
Each director has access to the advice and services of the company secretary and is able to take professional advice at The Group’s expense.
The Group maintains appropriate insurance cover in respect of legal actions against directors as well as against material loss or claims against The Group and reviews the adequacy of cover regularly. The Group has also entered an agreement with each of its directors whereby the director is indemnified against certain liabilities to third parties that might be incurred in the course of carrying out his duties as a director. These arrangements constitute a qualifying third party indemnity provision for the purposes of the Companies Act 2006.
The Board has established four committees: audit, remuneration, nomination and disclosure. The company secretary is secretary to each committee.
The audit committee is chaired by David Young and consists of David Young and Lord Howard. It meets at least twice a year with attendance from the external auditors and internal personnel as required. The committee is responsible for:
ensuring that the appropriate financial reporting procedures are properly maintained and reported on
meeting the auditors and reviewing their reports relating to The Group’s accounts and internal control systems
reviewing and monitoring the independence of the external auditor and the objectives and effectiveness of the audit process, and
reviewing arrangements by which staff may in confidence raise concerns about possible improprieties in matters of financial reporting or otherwise and receiving and dealing with matters reported under these arrangements
The remuneration committee is currently chaired by Lord Howard and consists of David Young and Lord Howard. It meets at least twice a year and is responsible for reviewing the performance of the executive directors and other senior executives and for determining appropriate levels of remuneration.
The nomination committee consists of Richard Rose and Lord Howard and is chaired by Richard Rose. It meets at least once a year and reviews the size, structure and composition of The Board and makes recommendations on changes, as appropriate. It also gives consideration to succession planning in the light of developments in the business.
The disclosure committee was constituted in 2015 and currently consists of Mark Williams and David Young and is chaired by Mark Williams. The role of the disclosure committee is to assist and inform The Board in making decisions concerning the identification of information that requires announcement pursuant to the AIM rules for companies and other relevant rules. The disclosure committee meets as necessary to consider all relevant matters. It will in particular meet in advance of the release of all trading statements and other announcements of price sensitive information to ensure that they are true, accurate and complete and to consider if they are fair, balanced and understandable.