Governance

CORPORATE GOVERNANCE CODE
The Directors acknowledge that adhering to rules of good corporate governance is in the best interests of the Group and its shareholders for the long-term success of the organisation.

UK TAKEOVER CODE
The Company is subject to the UK City Code on Takeovers and Mergers.

BOARD OF DIRECTORS
The Company is led and controlled by the Board of Directors, chaired by Nicholas Brigstocke with an additional non-executive director and two executive directors.  The chairman is responsible for leadership of the board and ensuring its effectiveness in all aspects of its role.  The non-executive directors constructively challenge and help develop proposals on strategy.

Subject to the Company’s Articles of Association, the prevailing legislation and any directions given by special resolution, the business and affairs of the Company will be managed by the Directors who may exercise all such powers of the Company.

With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association, the Companies Act 2006, and related legislation and also has regard to the Code.  Directors may be appointed by the Company by ordinary resolution or by the Board on recommendation of the Remuneration and Nomination Committee. A Director appointed by the Board holds office only until the following annual general meeting and is then eligible for election by the shareholders but is not taken into account in determining the Directors or the number of Directors who are to retire at that meeting. The Company may, in accordance with, and subject to the provisions of, the Companies Act 2006, by ordinary resolution of which special notice has been given, remove any Director before the expiration of his/her term of office. Directors have a standard three month notice period in their service agreements specific to the director role.

The non-executive directors meet, without the presence of the executive directors, whenever it is appropriate for them to do so.  All the Directors have access to the advice of the Company Secretary and may, in furtherance of their duties, take independent legal and financial advice at the Company’s expense. They also have access to the minutes of the Board, in which any views expressed by them regarding matters pertaining to the Group are recorded.

Further details of the Board of Directors are published Annually in the Annual Report and Accounts.

BOARD MEETINGS
The Board generally meets quarterly and at such other times as required, and receives regular reports on a wide range of key issues including operational performance, risk management and corporate strategy. Where appropriate, committees of the board also provide summary details of meetings held during the period and items brought to the attention of the full board (such as, approval of annual report and accounts).

The Board’s accountability is demonstrated by the adoption of a formal schedule of matters specifically reserved to the Board for its decision concerning key areas across the Group’s activities, thereby ensuring that all major decisions affecting the Group are taken at Board level. These matters are documented below.  All the Directors are free to bring any matter to the attention of the Board, at any time.

The Board invites the other executive officers of the Group to attend and participate in meetings to remove any risk of over-reliance on the executive directors.

Matters reserved for the Board

  • Responsibility for the overall management of the Company and its subsidiaries (the “Group”)
  • Review and approve the Group strategy
  • Review and approve the business model and assumptions
  • Set annual operating budgets including capital expenditure
  • Review and approve Annual Report and Accounts and Interim Results
  • Review and approve all material regulatory releases
  • Supervise Annual General Meeting of Shareholders and approve all related documents
  • Review and approve all equity allotments under authority provided by shareholders
  • Review and approve capital raising (either debt or equity based)
  • Review and approve share option grants and exercise requests
  • Set executive compensation and performance criteria
  • Approve the appointment of external advisers
  • Set the risk tolerance and ensure the control environment is appropriate
  • Risk management strategy and internal control arrangements
  • Appointment or removal of the Company Secretary
  • Major changes to the Group’s corporate structure
  • Changes to the Group’s management and control structure
  • Any changes to the Company’s listing or its status as a plc
  • Changes to the structure, size and composition of the Board
  • Terms of reference and membership of board committees
  • Receiving reports from board committees on their activities
  • Approval of any significant changes in accounting policies or practices;
  • Remuneration of the auditors and recommendations for removal or appointment of auditors
  • Appointment or removal of the internal auditor, following the committee recommendation
  • Approval of dividend policy
  • Approval of the interim dividend and recommendation to shareholders of final dividend
  • Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting

Matters reserved for Management

  • Execute day to day operational matters
  • Develop and recommend Group strategy
  • Preparation of business model and annual operating budgets
  • Establish tactical goals and objectives for employees to achieve the approved strategy
  • Execution of commercial agreements with customers and vendors
  • Day to day management of income and expenditure within the annual operating budget
  • Analysis of industry trends and their impact on the Group’s business activities
  • Creation and maintenance of intellectual property
  • Product development in light of industry trends, customer needs and competitive landscape
  • Management of marketing initiatives related to the Group and the Group’s products
  • Investor presentations and corporate communications
  • Prepare and approve all non-financial regulatory releases
  • Coordinate and execute capital raising activities approved by the Board
  • Recommend employee compensation including share option and cash-based incentives within the scope of the annual operating budget
  • Execute financial matters within budgetary limits previously approved by the Board

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