The Board is responsible for the overall management of the Group, including the formulation and approval of the Group’s long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies and plans. While the Board may delegate specific responsibilities, there will be a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters will include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board will meet regularly to review performance.
The QCA Code recommends at least two members of the Board should be non-executive Directors determined by the Board to be independent. The Board currently comprises eight Directors, of whom two are executive and six are non-executive. With the exception of Paul Skipworth and Mark Bedingham, the Board considers all of the other non-executive Directors, being Mark Hunter, Helen Page, Lesley Jackson and Gavin Hewitt, to be independent and, as such, the Company complies with the requirements of the QCA Code.
The QCA Code invites companies to consider whether to appoint one of its independent non-executive directors to be the Senior Independent Director. The Board considers that, given the size of the Company and its stage of development, together with the fact that the chairman, Mark Hunter, is considered to be independent, it would be of no material benefit to the smooth functioning of the Board and its committees to nominate a Senior Independent Director.
With effect from Admission, the Board has established an audit committee (the “Audit Committee”), a nomination committee (the “Nomination Committee”) and a remuneration committee (the “Remuneration Committee”).
The Audit Committee will be chaired by Lesley Jackson. Its other members will be Helen Page, Paul Skipworth and Mark Bedingham. The Audit Committee will have primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet at least three times a year and will have unrestricted access to the Company’s auditors.
The Nomination Committee will be chaired by Mark Hunter. Its other members will be Gavin Hewitt and Paul Skipworth. The Nomination Committee will identify and nominate candidates to fill Board vacancies, as and when they arise, for the approval of the Board. The Nomination Committee will meet at least once a year.
The Remuneration Committee will be chaired by Helen Page. Its other members will be Gavin Hewitt and Lesley Jackson. The Remuneration Committee will review the performance of the executive Directors and other senior executives and make recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. 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 will meet as and when necessary, but at least twice each year.
The Company has adopted a share dealing code, with effect from Admission, for Directors and “applicable employees” (as defined in the AIM Rules for Companies) of the Group for the purpose of ensuring compliance by such persons with the provisions of Rule 21 of the AIM Rules for Companies and UK MAR relating to dealings in the Company’s securities. The Directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AIM. The Company will take appropriate steps to ensure compliance by the Directors and applicable employees with the terms of the share dealing code and the relevant provisions of UK MAR.
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