The Board is committed to maintaining high standards of corporate governance. The Directors recognise the importance of sound corporate governance and observe the requirements of the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2018, as published by the Quoted Companies Alliance, to the extent that is considered appropriate in light of the Company’s size, stage of development and resources. Details of how the QCA code is applied and how the Company complies is in the Chairman's Corporate Governance Statement.
Board of Directors
The Group supports the concept of an effective Board leading and controlling the Group. The Board is responsible for approving Group policies and strategies. It meets at least every three months and is supplied with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Group Secretary and independent professionals at the Group's expense. Training is available for new Directors and other Directors as necessary. The Group's key strategic and operational decisions are reserved exclusively for the decision of the Board. For further information, see the Terms of Reference and Charter for the Board of Directors.
The Board consists of two full time Executive Directors who hold key operational positions in the Company (the Managing Director and Finance Director), and three Non-Executive Directors. The Non-Executive Directors, Mark Wellesley-Wood, Norman Ling and Mark Tyler bring a breadth of experience and knowledge to the Company. They are considered to be independent of management and any other business relationships do not interfere with the exercise of their independent judgment. Mark Wellesley-Wood was appointed as lead senior independent director in March 2017. The Board regularly reviews key business risks, including the financial risks facing the Group in the operations of its business. The Directors are of the opinion that the Board composition contains a suitable balance. The Board maintains regular contact with its advisers and public relations consultants in order to ensure that the Board develops an understanding of the views of shareholders about the Company.
The Board meets regularly throughout the year. The Board is responsible for formulating, reviewing and approving the Company's strategy, financial activities and operating performance. Day to day management is devolved to the Executive Directors who are charged with consulting the Board on all significant financial and operational matters. All Directors have access to the advice of the Company’s solicitors. Necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively, and all Directors have access to independent professional advice, at the Company’s expense, as and when required.
The Board has established the following committees, each of which has its own terms of reference:
Audit and Financial Risk Committee
The Audit and Financial Risk Committee considers the Company’s financial reporting (including accounting policies) and internal financial controls. The Audit and Financial Risk Committee comprises two Non-Executive Directors: Mark Wellesley-Wood (Chairman) and Mark Tyler, and is responsible for ensuring that the financial performance of the Company is properly monitored and reported on and in this capacity interacts as needed with the Company’s External Auditors. The Finance Director is invited and attends the committee meetings to provide his skills and knowledge in committee matters. For further information, see the Terms of Reference and Charter for the Audit and Financial Risk Committee.
The Remuneration Committee is responsible for making recommendations to the Board on the remuneration of the Directors and senior executives. It comprises two Non-Executive Directors: Mark Wellesley-Wood (Chairman), and Mark Tyler. Directors’ remuneration and conditions are considered and agreed by the Board.
Financial packages for Executive Directors are established by reference to those prevailing in the employment market for executives of equivalent status both in terms of level of responsibility of the position and their achievement of recognized job qualifications and skills. The Committee also takes into consideration the terms that may be required to attract equivalent experienced executives to join the Board from other companies. For further information, see the Terms of Reference and Charter for the Remuneration Committee.
The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication. Whilst the Directors are aware that no system can provide absolute assurance against material misstatement or loss, regular reviews of internal controls are undertaken to ensure that they are adequate and effective.
The Board considers risk assessment important in achieving its strategic objectives. There is a process of evaluation of performance targets through regular reviews by senior management who compare actual progress to forecasts. Project milestones and timelines are regularly reviewed.
Risks and uncertainties
Risk assessment and evaluation is an essential part of the Company’s planning and an important aspect of the Company’s internal control system. The principal risks facing the Company are set out in the Group Strategic Report.
Risk management and treasury policy
The Board considers risk assessment as an integral activity in achieving its strategic objectives, with the Board regularly reviewing its projects and activities in this regard. The Company finances its operations through equity and holds its cash as a liquid resource to fund its obligations of the Company. Decisions regarding the management of these assets are approved by the Board. Please refer to page 50 of the financial statements.
The Directors comply with Rules 21 and 31 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Group’s applicable employees as well. The Board has adopted a Share Dealing Code that is appropriate for an AIM quoted company and this applies to Directors, senior management and any employees who are in possession of “unpublished price sensitive information”. All such persons are prohibited from trading in the Company’s securities if they are in possession of “unpublished price sensitive information”. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the relevant individual has received the appropriate prescribed clearance.
Relations with shareholders
The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are disseminated through stock exchange announcements and regular updates of the Company’s website. The Board views the AGM as a forum for communication between the Company and its shareholders and encourages their participation in its agenda.
(Note: The above Corporate Governance Statement was last reviewed in September 2018.)