The Company will observe the requirements of the UK Corporate Governance Code (so far as it is practicable). The Company is currently in compliance with the UK Corporate Governance Code, save as set out below:
- Given the composition of the Board, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the division of responsibilities between the chairman and chief executive and executive compensation), are considered by the Board to be inapplicable to the Company.
- The Company will hold Board meetings periodically as issues arise which require the attention of the Board. The Board will be responsible for the management of the business of the Company, setting the strategic direction of the Company, establishing the policies of the Company and appraising the making of all material investments. It will be the Board’s responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company on behalf of the Shareholders, to whom the Directors are accountable. The primary duty of the Board will be to act in the best interests of the Company at all times. The Board will also address issues relating to internal control and the Company’s approach to risk management.
- The Remuneration Committee comprises John Morrow as chairman, and Richard Benmore and will meet normally not less than twice each year. The Remuneration Committee will be responsible for the review of and making recommendations to the Board on the scale and structure of remuneration for Directors and the Management Team, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and other stakeholders.
- The Audit Committee comprises Richard Benmore as chairman and John Morrow and will meet normally not less than twice each year. The Audit Committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.
- The Risk and Disclosure Committee will operate as part of the Audit Committee and will review the operational risks that face the business and monitor and report upon the Company’s obligations under the Disclosure Guidance and Transparency Rules of the UK Financial Conduct Authority regarding continuous disclosure.
- The Nomination Committee, which will comprise Andrew Austin as chairman and Richard Benmore and will meet normally not less than twice each year. The Nomination Committee is responsible for reviewing succession plans for the Directors, including the Executive Chairman and other senior executives.
- The Board has adopted the policies and procedures to comply with applicable market abuse legislation, including a Share Dealing Code on the dealing in securities of the Company by Directors, the Management Team and employees. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Share Dealing Code by the Directors, the Management Team and employees of the Company.