The Directors recognise the importance of sound corporate governance and seek to observe the requirements of the UK Corporate Governance Code, as published by the Financial Reporting Council, to the extent they consider appropriate in light of the Group’s size, stage of development and resources. The Board sets the Company’s strategic aims, its values and standards, and ensure that its obligations to its shareholders and others are understood and met.
All Directors are expected to bring an independent judgement to bear, and to take decisions objectively in the interests of the Company. If Directors have concerns about the way the Company is being run or about any course of action that is proposed, they must ensure that such concerns are recorded in the Board minutes if they cannot be resolved.
Non-executive Directors are expected to constructively challenge and contribute to the development of strategy, to scrutinise management performance, to satisfy themselves on the integrity of financial information and that financial controls and risk management systems are robust and defensible. It is expected that the non-executive directors will hold separate meetings without executive directors or chairman present. The scope of their responsibilities is enlarging, and non-executive directors will have to undertake that they have sufficient time to fulfil the role, and must disclose any other commitments or future new appointments.
New Directors to the board receive a detailed induction pack on appointment, and are advised to regularly update and refresh their skills and knowledge. This includes skills and knowledge that they need to bring to their role, as well as matters relating to the Company itself.
Roger Williams (Chairman)
An Audit Committee, comprising Roger Williams and Toby Howell has been established by the Company. The Audit Committee reviews the Company’s annual and interim financial statements before submission to the Board for approval. The committee also reviews regular reports from management and external auditors on accounting and internal control matters. Where appropriate, the committee monitors the progress of action taken in relation to such matters. The committee also recommends the appointment of, and reviews the fees, of the external auditors.
Toby Howell (Chairman)
The Company has in addition established a Remuneration Committee, comprising Toby Howell and Roger Williams. The Committee is responsible for reviewing the performance of the executive Directors and for setting the scale and structure of their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant, paying due regard to the interests of shareholders as a whole and the performance of the Company.
Roger Williams (Chairman)
The FPPP committee will monitor the quality of the Company’s controls in relation to the financial position and prospects of the Company and the Group with the aim of ensuring the implementation of, and compliance with, each prospective policy and procedure as outlined in the Board Memorandum on Financial Position, Prospects and Procedures within the first 12 months of the date of Admission. The FPPP committee will be chaired by Roger Williams and its other member will be Mark Jones.