Corporate Governance

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

• Interim Chair (non-independent)
• Two independent Non-Executive Directors and one additional Non-Executive Director
• 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.

WHAT DOES THE COMMITTEE DO?

• The key objective of the Committee is to provide assurance to the Board as to the effectiveness of the Company’s internal controls and the integrity of its financial records and externally published results.
• The Committee monitors and reviews the Group’s financial reporting from information provided by management and the auditor. The Committee reports to the Board on the Group’s full and half-year results, having examined the accounting policies on which they are based and ensured compliance with relevant accounting standards.
• The Committee held four scheduled meetings during the year, in alignment with its terms of reference. It also held a special meeting to review and approve a proposed new model for IFRS 9 impairment provisions for the Digital division.
• The Committee acknowledges and embraces its role in protecting the interests of shareholders and is committed to monitoring the integrity of the Group’s reporting.
• The Committee performed reviews of the full-year, interim and trading update announcements, and the Annual Report and Accounts and half-yearly financial statements.

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

WHAT DOES THE COMMITTEE DO?

The principal purpose of the Risk & Compliance Committee is to assist the Board in its oversight of risk and regulatory compliance within the Group with particular focus on the FCA’s developing requirements, risk appetite, risk profile and the effectiveness of the Group’s internal controls and risk management systems. Emerging risks are captured via the firm’s horizon scanning approach, which is a combination of substantive review of the regulatory landscape and relationships with external stakeholders e.g., regulators, trade associations, legal partners etc.

The Committee ensures that there is an ongoing process for identifying, evaluating and managing the principal risks faced by the Group. Following the Committee’s annual review, it is their opinion that the Risk Management Framework is fully fit for purpose.

The Board and its Committees discharge their duties in this area through:

• the review of financial performance including budgets, KPIs, forecasts and debt covenants on a regular basis;
• the receipt of reports which provide an assessment of key risks and controls and how effectively they are working, including a robust assessment of the Group’s emerging and principal risks. Many risks have increased in weighting and we have material uncertainty over going concern;
• scheduling annual Board reviews of business strategy, including reviews of the material risks and uncertainties facing the business;
• the receipt of reports from senior management on the risk and control framework as well as culture within the Group; and
• the presence of a clear organisational structure with defined hierarchy and clear delegation of authority.

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

WHAT DOES THE COMMITTEE DO?

This Committee’s principal function is to determine the Group’s policy on executive remuneration. No Director plays any part in formal decisions about their own remuneration. The HR & Communications Director and Chief Financial Officer provide relevant updates on financial and general Group remuneration matters as invited individuals only.

The Committee meets periodically when it has proposals to consider – generally three times a year. In any event, the Committee would meet no less than twice a year. The Committee’s policy aims primarily to attract, retain and motivate high-calibre individuals via a competitive remuneration package designed to suit the market, taking account of regulatory requirements and the need to create an appropriate mix between fixed and variable rewards (both short and long-term) for Directors. Executive remuneration comprises basic salary, performance-related bonus, pension benefits, other benefits in kind and a deferred share plan granted pursuant to the Morses Club PLC Group.

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

WHAT DOES THE COMMITTEE DO?

• The Nominations & Succession Committee is responsible for ensuring that the Board has a formal and transparent appointments procedure and that the balance of Directors on the Board remains appropriate as the Group develops in order to ensure that the business can compete effectively in the marketplace.
• Identifies and nominates candidates to fill Board vacancies as and when they arise.
• Evaluates the balance of skills, knowledge, experience and diversity of the Board in order to ensure an optimum mix.
• Considers the succession planning for Directors, Executives and senior managers to ensure that any succession is managed smoothly.
• The Committee comprises all of the Group’s Independent Non-Executive Directors, the Board Chair, and Peter Ward. The Committee and its sub-committee held six meetings during the year.

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

WHAT DOES THE COMMITTEE DO?

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 the Interim Chair and its other members consist of the other directors.

The Committee meets as required.

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