Corporate Governance

The Board of Directors is appointed in accordance with the Articles of Association and comprises the following members:

• Chairman of the Board
• Three independent Non-Executive Directors and two further Non-Executive Directors
• Chief Executive Officer
• Chief Financial Officer

The Company Secretary is also in attendance at Board meetings.

The Board members are as listed on the Board of Directors page.

The Audit Committee assists the Board in discharging its responsibilities with regard to corporate governance, financial reporting , external and internal audits and controls, including, amongst other things, reviewing the Company’s annual financial statements, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, together with advising on the appointment of external auditors. The ultimate responsibility for reviewing and approving the Annual Report and the half yearly reports remains with the Board.

The Audit Committee is chaired by Simone Finn and its other members are Joanne Lake and Sir Nigel Knowles. Both Simone Finn and Joanne Lake are Chartered Accountants. The Committee is scheduled to meet four times each year and on at least one occasion annually will meet each of the external auditor, the Head of Internal Audit, and the Risk & Compliance Director without executives present.

You can download a copy of the terms of reference here.

The Risk & Compliance Committee is responsible for reviewing and reporting to the Board on a number of topics, including:

• the Group’s risk appetite (the extent and categories of risk regarded by the Board as acceptable for the Group to bear);
• the Group’s risk management and internal controls framework (its principles, policies, methodologies, systems, processes, procedures and people);
• the arrangement for the identification, assessment, monitoring management and oversight of risk with regard to processes and procedures;
• the effectiveness of the Group’s internal controls, compliance monitoring and risk management systems; and
• the Group’s procedures for preventing and detecting money laundering and fraud.

The Risk & Compliance Committee is chaired by Simone Finn. Its other members are Sir Nigel Knowles and Joanne Lake. The Committee is scheduled to meet four times each year.

You can download a copy of the terms of reference here.

The Remuneration & Corporate Social Responsibility Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The 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 & Corporate Social Responsibility Committee is chaired by Joanne Lake and its other members are Stephen Karle and Sir Nigel Knowles. The Committee will meet at least twice a year and at such other times as the chairman of the committee requires.

You can download a copy of the terms of reference here.

The Nominations & Succession Committee is responsible for ensuring that the Board has a formal and transparent appointments procedure. It also has primary responsibility for reviewing the Board’s balance and effectiveness, identifying the Board’s skills gaps and those individuals who might best fill them. Committee policy will ensure that appointments are made on merit and with respect for the benefits of the Board’s diversity.

The Nominations & Succession Committee is chaired by Stephen Karle and its other members are Joanne Lake, Sir Nigel Knowles, Simone Finn and Peter Ward. The Nominations & Succession Committee meets at least once a year.

You can download a copy of the terms of reference here.

The Company is required to make timely and accurate disclosure of all information required to meet the legal and regulatory obligations and requirements arising from its listing on the AIM Market under the Market Abuse Regulations. The Disclosure Committee exists to help the Company meet these obligations.

The Committee’s responsibilities include determining the timely disclosure of material information, and assisting in the design, implementation and periodic evaluation of disclosure controls and procedures.

The Committee is chaired by Stephen Karle and its other members are Joanne Lake, Sir Nigel Knowles, Simone Finn, Peter Ward, and Les Easson, together with Paul Smith (CEO), and Andy Thomson (Interim CFO).

The Committee meets as required.

You can download a copy of the terms of reference here.