The Directors acknowledge the importance of high standards of corporate governance and intend to comply with the principles set out in the Corporate Governance Code for Small and Mid-Size Quoted Companies, as issued by the QCA, to the extent that the Board considers appropriate for a business of the Company’s size and nature.
Upon Admission, the Board will comprise four Directors, two of whom are Executive Directors and two of whom are independent Non-Executive Directors, reflecting a blend of different experiences and backgrounds. The Board are intending to appoint a further independent non-executive director as soon as practicable and, in any case, within six to twelve months of Admission. Chris Bell and Penny Judd are considered independent by the Board.
The Board intends to meet regularly to review, formulate and approve the Group’s strategy, performance and corporate actions. The Company has established an Audit Committee, Nomination Committee and a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference. Each of these committees will meet regularly as set out below. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than two times in each financial year and will have unrestricted access to the Group’s external auditors. The Audit Committee comprises Chris Bell and Penny Judd and is chaired by Penny Judd.
The Remuneration Committee will review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will meet as and when necessary, but at least once each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the Remuneration Committee Guide for Small and Mid-Size Quoted Companies published by the QCA and associated guidance. The Remuneration Committee comprises Chris Bell and Penny Judd and is chaired by Chris Bell, until such time as a third non-executive director is appointed who is anticipated to chair the Remuneration Committee going forward.
The Nomination Committee will lead the process for board appointments and make recommendations to the Board. The Nomination Committee shall evaluate the balance of skills, experience, independence and knowledge on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee will meet as and when necessary, but at least once a year. The Nomination Committee comprises Debbie Bestwick, Chris Bell and Penny Judd and is chaired by Chris Bell.