The Board is responsible for formulating, reviewing and approving the Group’s strategies, budgets and corporate actions. The Directors have responsibility for, and recognise the importance of, implementing and maintaining high standards of corporate governance, and intend that the Company will comply with the Corporate Governance Guidelines for Smaller Quoted Companies issued by the Quoted Companies Alliance in such respects as are appropriate for a company of its size, nature and stage of development.
The Board of Directors
The Company is controlled by the Board of Directors, which currently consists of three Executive and three Non-Executive Directors.
The Directors believe the Board includes an appropriate balance of skills and uses them effectively to provide leadership to the Group.
The role of the Board
The principal responsibility of the Board is to deliver shareholder value and strategic vision and leadership for the Group; it is also responsible for effective risk management and oversight of internal controls.
The Board meets regularly and 17 Board Meetings were held in 2015. The Board has a formal schedule of matters referred to it for decision; these include:
- Approval of the Company's overall commercial strategy and a review of progress to date;
- Financial matters including the approval of budget and financial plans, changes to the Group’s capital structure, major investments such as capital expenditures, acquisitions and disposals;
- Stock Exchange related issues including the approval of communications to the Stock Exchange;
- Meeting Companies Act requirements including the approval of financial statements, dividends and changes in accounting practices and policies;
- Other policy matters including health and safety, and operational controls.
Operational control is delegated by the Board to the Executive Directors. Non-Executive Directors are in regular communication with the Executive Directors.
All the Directors have direct access to the advice and services of the Company Secretary and can take independent advice if necessary, at the Company's expense.
The Committee meets at least twice a year and more frequently if required. During 2015, 3 meetings were held. The Committee is responsible for monitoring the quality of internal controls, ensuring the financial performance of the Company is being properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls. Other members of the management team may be invited to attend meetings. If requested, the Non-Executive Directors are provided an opportunity at the Audit Committee meetings to discuss matters with the Auditors without the presence of the Executive Directors.
During 2015, 2 meetings were held. The Committee reviews the performance of Executive Directors and senior management, sets the scale and structure of their remuneration and reviews the basis of their service agreements with due regard to the interests of the shareholders. Other members of the management team may be invited to attend meetings. The Remuneration Committee will also make recommendations to the Directors concerning the allocation of share options to Directors and employees. No Director is permitted to participate in discussions concerning their own remuneration. The remuneration and terms of appointment of Non-Executive Directors are set by the Board as a whole.
During 2015, 1 meeting was held. The Committee leads the process for board appointments. Other board members and external advisors may be invited to attend meetings. The Committee will meet to review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes. The Committee is also responsible for succession planning and identification and nomination of candidates to fill Board vacancies as and when they arise.
|Audit Committee||Remuneration Committee||Risk Committee|
|Chair||Sophie Tomkins||Gary Browning||Simon Cleaver|
|Members||Peter Simmonds||Sophie Tomkins||Peter Simmonds|
|Graham Ward||Peter Simmonds||Simon Cleaver|
|Exec Sponsor||Paul Williams||Simon Cleaver||Jason Kendall|
The Board has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The processes to identify and manage the key risks of the Group are an integral part of the internal control environment. Such processes, which are regularly reviewed and improved as necessary, include strategic planning, approval of annual budgets, regular monitoring of performance against budget (including full investigation of significant variances), control of capital expenditure, ensuring that proper accounting records are maintained, the appointment of senior management and the setting of high standards for health, safety and environmental performance.
The effectiveness of the internal control system and procedures is monitored regularly through a combination of review by management, the results of which are reported and considered by the Audit Committee. The system of internal control comprises those controls established to provide assurance that the assets of the Group are safeguarded against unauthorised use or disposal and to ensure the maintenance of proper accounting records and the reliability of financial information used within the business or for publication. Any system of internal control can only provide reasonable, but not absolute, assurance against material misstatement or loss, as it is designed to manage rather than eliminate the risk of failing to achieve the business objectives of the Group.
Relations with shareholders
The Company is committed to open communication with all its shareholders. Communication is primarily through the Annual General Meeting which shareholders are encouraged to attend and where participation is encouraged so that the Board may answer questions. All shareholders will receive a copy of the Annual Report (electronic or hard copy depending on shareholder preference) and an interim report at the half year will be available on the Company’s website. Care is taken to ensure any price sensitive information is released to all shareholders at the same time. The Company aims to provide a full, realistic and timely assessment of its business and operations in a balanced way, in all price sensitive reports and presentations.
Company Secretary - Ben Harber (Shakespeare Martineau)
The Company operates a share dealing code for Directors as required by the AIM Rules.