The Company will observe the requirements of the UK Corporate Governance Code (so far as it is practicable for a company of the Company's size and nature). As at the date of this document, the Company is, and at the date of Admission will be, in compliance with the UK Corporate Governance Code, save as set out below:
- Given the size and non-executive composition of the Board, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the composition of the Board and executive compensation) are not being complied with by the Company as the Board considers those provisions to be inapplicable to the Company.
- No Director will be required to submit for re-election until the first annual general meeting of the Company following Admission.
- The Company will not have a nomination committee. If a material/significant Acquisition is completed, the Board intends to put in place a nomination committee. The Board as a whole will review the appointment of new members of the Board, taking into account the interests of Shareholders and the performance of the Company.
- The Board will not comply with the provision of the UK Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. In addition, the Company's Chairman on Admission will be executive director, Philip Chamberlain.
- The Board will not comply with the provision of the UK Corporate Governance Code that an audit committee should comprise at least two non-executive directors as the directors are executive directors.
- The Board will not comply with the provision of the UK Corporate Governance Code that all members of a remuneration committee should be independent non-executive directors, as the directors are executive directors.
The Board may from time to time establish committees to streamline the discharge of its responsibilities. The Board has established an Audit and Risk Committee and a Remuneration Committee. Other committees may be established by the Board as and when required.
Audit and Risk Committee
The UK Corporate Governance Code recommends that an audit committee should comprise at least three members, or in the case of smaller companies (which are below the FTSE 350 index) two members, who are independent non-executive directors and that at least one member should have recent and relevant financial experience.
The members of the Audit and Risk Committee are Philip Chamberlain and John-Paul Etheridge. The Audit and Risk Committee will meet at least three times a year. The Audit and Risk Committee's responsibilities include:
- overseeing the Company's relationship with the external auditor and the external audit function generally;
- overseeing the Company's relationship with the internal auditor and the internal audit function generally;
- overseeing the preparation of the financial statements and reports;
- overseeing the Company's financial controls and systems; and
- managing the process of identification and management of risk.
Non-committee members, including members of management and the external auditor, may attend all or part of a meeting of the committee at the invitation of the committee chair.
From the date of Admission, the Audit and Risk Committee chairman will be available at annual general meetings of the Company to respond to questions from Shareholders on the activities of the Audit and Risk Committee.
The Audit and Risk Committee has taken appropriate steps to ensure that the Company's Auditors are independent of the Company.
The Remuneration Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It recommends what policy the Company should adopt on executive remuneration, determines the levels of remuneration for executive directors and recommends and monitors the remuneration of members of senior management, save that no director or senior manager shall be involved in any decisions as to their own remuneration. The Board, or where required by the Articles, the Shareholders, should determine the remuneration of non-executive Directors. The Remuneration Committee will also be responsible for generating the annual remuneration report to be approved by the Shareholders of the Company at its annual general meeting. The Remuneration Committee will normally meet at least twice a year and otherwise as required.
The members of the Remuneration Committee are Philip Chamberlain and John-Paul Etheridge. The UK Corporate Governance Code recommends that all members of a remuneration committee should be independent non-executive directors in compliance with the UK Corporate Governance Code.
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 nomination committee. This position will be reviewed on a regular basis by the Directors.