UK Corporate Governance Code

The Board is committed to the highest standards of corporate governance and intends that the Company should comply with all requirements of the UK Corporate Governance Code that are applicable to it as a “smaller company” (defined in the UK Corporate Governance Code as being a company below the FTSE 350, which the Company will be on Admission). The Board considers that the Company is compliant with all aspects of the UK Corporate Governance Code that are applicable to it as a “smaller company” other than the requirement set out in code provision A.3.1 of the UK Corporate Governance Code which requires that the Chairman should, on appointment, meet the independence criteria set out in code provision B.1.1. This is because the Chairman will, at Admission, be a holder of Shares and has previously been an executive director of the Group. Nevertheless, the Board considers that the fact of that holding of shares (including the relative size of it) does not influence the Chairman’s independence of character and judgement within the meaning of code provision B.1.1 and it does not influence him or the Board in the proper discharge of their duties and the operation of the business of the Group.

The UK Corporate Governance Code recommends that, other than in the case of a UK listed company that is a “smaller company” at least half the board of directors of a UK listed company, excluding the Chairman, should comprise non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement. The UK Corporate Governance Code recommends that a “smaller company” should have at least two independent non-executive directors. The Board is currently comprised of three executive directors and five non-executive directors and the Board therefore considers that the Company is compliant with the UK Corporate Governance Code (as it applies to the Company) in this regard. The Board considers three of the Non-Executive Directors, David Wild, Rob McWilliam and Julie Sneddon, to be independent for the purposes of the UK Corporate Governance Code. It should be noted that were the Company to move into the FTSE 350 in the future, then in order to ensure its continued compliance with the UK Corporate Governance Code, the Company would need to ensure that at least half of its board of directors comprised independent non-executive directors.

The UK Corporate Governance Code recommends that the board of directors of a company with a premium listing on the Official List should appoint one of the non-executive directors to be the senior independent director to provide a sounding board for the Chairman and to serve as an intermediary for the other directors when necessary. The senior independent director should be available to shareholders if they have concerns which contact through the normal channels of the chief executive officer has failed to resolve or for which such contact is inappropriate. David Wild has been appointed as the senior independent director of the Company.

As envisaged by the UK Corporate Governance Code, the Board has established three committees: an audit committee, a nomination committee and a remuneration committee. If the need should arise, the Board may set up additional committees as appropriate

  • Audit committee

    Committee members: Rob McWilliam (Chairman), David Wild, Nick Basing, Christopher Mills and Julie Sneddon.

    The UK Corporate Governance Code recommends that an audit committee should comprise at least three members (or in the case of a “smaller company”, two members) who are independent non-executive directors and that at least one member should have recent and relevant financial experience. The Audit Committee will be chaired by Rob McWilliam, an independent non-executive director and its other members will be David Wild, Nick Basing, Christopher Mills and Julie Sneddon. The Directors consider that Rob McWilliam has recent and relevant financial experience in accordance with the requirements of the UK Corporate Governance Code. The Board therefore considers that the Group is compliant with the UK Corporate Governance Code in this regard.

    The Audit Committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group’s annual financial statements, considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. 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 terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements of any quorum for and the right to attend meetings. The duties of the Audit Committee covered in the terms of reference are: financial reporting, internal controls, internal audit, external audit, compliance, whistleblowing and fraud. The terms of reference also set out the authority of the committee to carry out its duties.

    The Audit Committee will normally meet not fewer than three times a year at appropriate times in the reporting and audit cycle. Further meetings may be called as required. The internal and external auditors have the right to attend meetings. Outside of the formal meeting programme, the Audit Committee chairman will maintain a dialogue with key individuals involved in the Company’s governance, including the Chairman, the Chief Executive Officer, the Chief Financial Officer, the external audit lead partner and the head of internal audit.

    From Admission, the Audit Committee chairman will be available at annual general meetings of the Company to respond to questions from Shareholders on the activities of the Audit Committee.

    The Audit Committee has taken appropriate steps to ensure that the Auditors are independent of the Company and obtained written confirmation from the Auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies.

  • Nomination committee

    Committee members: Julie Sneddon (Chairman), David Wild, Rob McWilliam, Nick Basing and Christopher Mills.

    The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Nomination Committee is chaired by Julie Sneddon and its other members will be David Wild, Rob McWilliam, Nick Basing and Christopher Mills. The Board therefore considers that the Company is compliant with the UK Corporate Governance Code in this regard. The Nomination Committee will meet twice annually and also as and when required, at appropriate times in the reporting cycle..

    The Nomination Committee will be responsible for assisting the Board in the formal selection and appointment of directors. It will consider potential candidates and will recommend appointments of new directors to the Board and will also be responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The appointments will be based on merit and against objective criteria, including the time available to and the commitment which will be required of, the potential director. It will also be responsible for carrying out an annual performance evaluation of the Board, its committees and individual Directors.

    The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement directors and committee members and will make appropriate recommendations to the Board with regard to any changes necessary on such matters.

    In addition, the Nomination Committee will make recommendations to the Board as regards succession planning for both Executive Directors and Non-Executive Directors. The Nomination Committee will take into account the challenges and opportunities facing the Group and what skills and expertise will therefore be needed on the Board in the future.

  • Remuneration committee

    Committee members: David Wild (Chairman), Rob McWilliam, Nick Basing, Christopher Mills and Julie Sneddon.

    The UK Corporate Governance Code recommends that, in the case of a UK listed company that is a “smaller company”, the remuneration committee should comprise at least two non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Remuneration Committee is chaired by David Wild (the senior independent non-executive director) and its other members will be Rob McWilliam, Nick Basing, Christopher Mills and Julie Sneddon. The Board therefore considers that the Company is compliant with the UK Corporate Governance Code in this regard. The Remuneration Committee will meet at least twice a year.

    The Remuneration Committee recommends what policy the Company should adopt on executive remuneration, determines the levels of remuneration for each of the Executive Directors and recommends and monitors the level and structure of the remuneration of members of Senior Management of the Group, and the implementation of share option or other performance related schemes. The Remuneration Committee will also generate an annual remuneration report to be approved by the shareholders of the Company at the annual general meeting.

    The Remuneration Committee will be responsible for determining and agreeing with the Board the broad policy for the remuneration of the Chairman, the Chief Executive and such other members of the executive management as it is designed to consider. The Remuneration Committee, within the terms of the agreed policy, will determine the total individual remuneration package of each Executive Director including pension rights and any compensation payments. In addition, the Remuneration Committee will ensure that provisions regarding disclosure of remuneration are fulfilled. The Remuneration Committee will make recommendations to the Board on the remuneration arrangements for the Executive Directors and the Chairman. The Remuneration Committee will oversee the remuneration policy of the Group.

    The terms of reference of the Remuneration Committee cover such issues as membership and frequency of meetings, as mentioned above, together with the requirements for quorum for and the right to attend meetings. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its duties.

    No Director will be involved in decisions as to his or her own remuneration.