Corporate Governance
The Directors intend, so far as appropriate given the Company’s size and the constitution of the Board, to comply with the UK Corporate Governance Code. The Company will comply with the UK Corporate Governance Code with the exception of, inter alia, the requirement for at least half of the Board to comprise independent non-executive directors, the requirement for an independent Chairman, the requirement for the roles of Chairman and chief executive to be exercised by separate individuals and the requirement to appoint a senior independent director. The Company will keep these matters and its governance framework under review as it continues to grow and develop.
Audit and Risk Committee
The primary purpose of the Company’s audit and risk committee is to provide oversight of the financial reporting process, the audit process, the Company’s system of internal controls and the Company’s compliance with laws and regulations. The Committee meets twice per year and more so if required.
Chairman: Lindsay Mair
Members: Mark Stephenson
Due to the size of the Company and composition of the Board, whilst the Company has an audit and risk committee in place, the Company does not intend to comply with the UK Corporate Governance Code insofar as, inter alia, the Committee members are not independent non-executive directors and Mark Stephenson is Chairman of the Board.
The Company recognises it is important that each committee member understands their responsibility in overseeing financial reporting and related internal controls, risk, and ethics and compliance, as well as the overall committee’s role in overseeing the internal and independent auditors, and how the committee may interact with other members of management and external stakeholders.
Remuneration Committee
The Remuneration Committee is responsible for all elements of remuneration including, salary, employee benefits and short- and long-term incentive schemes for the executive directors, other members of the Executive, the company secretary, and the chairman of the Board. It must also agree with the Board, the framework and policy for the remuneration of other senior managers of the Company.
It must also take into account the need to attract, retain and incentivise executive talent, any legal or regulatory requirements, the relevant provisions of the UK Corporate Governance Code, investor expectations and market practice, as well as the pay policies and practices throughout the Company.
Chairman: Mark Stephenson
Members: Lindsay Mair
Due to the size of the Company and composition of the Board, whilst the Company has a remuneration committee in place, the Company does not intend to comply with the UK Corporate Governance Code insofar as, inter alia, the Committee members are not independent non-executive directors, and Mark Stephenson is Chairman of the Board and will chair the committee.