The Board is committed to high standards of corporate governance and to maintaining a sound framework for the control and management of the Group.
The Company complies with the UK Corporate Governance Code to the extent applicable to and appropriate for companies of the Company’s size and nature and reports to Shareholders on such compliance in accordance with the Listing Rules. It is the Company’s current intention that each of the Directors will stand for re-election on a rotating basis, with one third of Directors retiring and standing for re-election every three years.
The Board is responsible for leading and controlling the Group and has overall authority for the management and conduct of the Group’s business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and for reviewing the overall effectiveness of systems in place as well as for the approval of any changes to the capital, corporate and/or management structure of the Group.
As envisaged by the UK Corporate Governance Code, the Board has established the following committees: an Audit Committee, a Remuneration Committee and a Nomination Committee, each of which is described in further detail below.
The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by the Group’s external auditors, advising on the appointment of such external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control and review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules.
The UK Corporate Governance Code, as it applies to the Company, recommends that an audit committee should comprise at least two members who are independent non-executive directors (other than the chairman) and that at least one member should have recent and relevant financial experience. The Audit Committee will be chaired by Steve Whittern Roy Davis and Mike Bewick. The Directors consider that Steve Whittern has recent and relevant financial experience. The Audit Committee will meet up to four times per year in the ordinary course at times driven by the Company’s reporting cycle and otherwise as circumstances require.
The Remuneration Committee will assist the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration (including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy) and determining the individual remuneration and benefits packages of each of the Executive Directors and the Company Secretary. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration wherever possible.
The UK Corporate Governance Code provides that a remuneration committee should comprise at least two members who are independent non-executive directors. The Remuneration Committee will be chaired by Mike Bewick, and its other members will be Roy Davis and Steve Whittern. The Remuneration Committee will meet up to three times per year in the ordinary course and otherwise as circumstances require.
The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for identifying and nominating candidates to fill Board vacancies; evaluating the structure and composition of the Board with regard to the balance of skills, board diversity, knowledge and experience and making recommendations accordingly; reviewing the time requirements of non-executive directors; giving full consideration to succession planning; and reviewing the leadership of the Group.
The UK Corporate Governance Code, as it will apply to the Company on Admission, provides that a nomination committee should comprise a majority of members who are independent non-executive directors. The Nomination Committee will be chaired by Roy Davis, and its other members will be Steve Whittern and Mike Bewick. The Nomination Committee will meet not less than once a year in the ordinary course and otherwise as circumstances require.