Corporate Governance
The Directors recognise the value and importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the recommendations set out in the QCA Code, save for the Remuneration Committee being chaired by a non-independent non-executive director, Dave Routledge.
Set out in the attached document is an explanation of how the Group currently complies with the principles of the QCA Code and, to the extent applicable, those areas where the Group’s corporate governance structures and practices differ from the expectations set out in the QCA Code. Annual updates will be provided on the Group’s compliance with the QCA Code.
Corporate Governance PolicyMatters reserved for the Board
The Board is responsible for the overall management of the Group, for setting the Group’s values, standards and policies, for approving the Group’s strategic aims and objectives, for approving the Group’s annual operating and capital expenditure budgets (and any material changes to them) and for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls). The Board must also approve any changes to the capital, corporate and/or management structure of the Group and any major contracts or transactions by the Group.
Board constitution and independence
The Audit and Risk Committee
The Audit and Risk Committee’s role is to monitor the integrity of the Group’s financial reporting, to keep under review the effectiveness of the Group’s internal controls and risk management systems, to consider annually whether the Group should have an internal audit function and to have oversight of the external audit of the Group. The Audit and Risk Committee meet at least twice a year and have at least two members, all of whom are non-executive directors. At least one member of the Audit and Risk Committee has recent and relevant financial experience and at least one member of the Audit and Risk Committee is an independent non-executive director. The members of the Audit and Risk Committee are Bill Tame and Sarah Cope, with the latter as chairperson.
Full Committe InformationThe Remuneration Committee
The Remuneration Committee is chaired by Dave Routledge. Its other members are Sarah Cope and Bill Tame. Dave Routledge has substantial experience as a member of the Remuneration Committee at Eaga plc. The board believes Dave Routledge’s long experience in human resources at a senior level makes him an ideal Remuneration Committee chairman. The Remuneration Committee review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee 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.
Full Committe InformationThe Nomination Committee
The Nomination Committee is chaired by Guy Stenhouse. Its other members are Sarah Cope, and Dave Routledge. The Nomination Committee’s role is to assist the Board in determining the structure, size and composition of the Board, giving consideration to succession planning for Directors and other senior executives and identifying and nominating for approval by the Board candidates to fill Board vacancies when they arise. The Nomination Committee is also responsible for ensuring a formal, rigorous and transparent process of evaluating appointments to the Board.
Full Committe InformationShare dealings
The Company has adopted a share dealing code, with effect from Admission, for Directors and applicable employees (as defined in the AIM Rules) of the Company for the purpose of ensuring compliance by such persons with the provisions of Rule 21 of the AIM Rules and 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 MAR.
Last updated 14th December 2023
