The Board


Board and Committee Independence

The UK Corporate Governance Code recommends that a “smaller company” should have at least two independent non-executive directors. For the purposes of assessing compliance with the UK Corporate Governance Code, the Board considers that Alan Rigby and Robbie Bell are non-executive directors who are independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgment. The Board also considers that the James McCarthy, the Company’s chairman, is independent. As the Board consists of the chairman, two independent non-executive directors, three executive directors and one non-executive director who is not regarded as independent for the purposes of the UK Corporate Governance Code by virtue of his historic involvement with the Company, the Company complies with this recommendation of the UK Corporate Governance Code.

As the Board has two experienced independent non-executive directors as well as an independent chairman, the Board is satisfied that no individual dominates the Board’s decision taking, no undue reliance is placed on particular individuals, there is sufficient challenge of executive management in meetings of the Board and the Board is capable of operating effectively.

Each of the Directors will stand for re-election on an annual basis.

Senior Independent Non-Executive Director

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 other directors when necessary. The Senior Independent Non-Executive Director has an important role on the Board in leading the Non-Executive Directors in monitoring and evaluating the performance of the Executive Directors, leading on corporate governance issues and being available to shareholders if they have concerns for which contact through the normal channels of the Chief Executive Officer or other Executive Directors has failed to resolve or for which such contact is inappropriate. Accordingly, Alan Rigby has been appointed as the Company’s Senior Independent Non-Executive Director.

Board Committees

As envisaged by the UK Corporate Governance Code, the Board has established the following committees: an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee, each of which is described in further detail below.

Audit and Risk Committee

The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements; reviewing and monitoring the extent of the non-audit work undertaken by the Group’s external auditors; advising on the appointment of such external auditors; overseeing the Group’s relationship with its external auditors; reviewing the effectiveness of the external audit process; and reviewing the effectiveness of the Group’s internal control and review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.

The Audit and Risk 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 UK Corporate Governance Code, as it applies to the Company, recommends that, in the case of “smaller companies”, an audit committee should comprise at least two members who are independent non-executive directors (other than the chairman) and that at least one member should have recent and relevant financial experience. The Audit and Risk Committee will be chaired by Robbie Bell and its other members will be Alan Rigby and James McCarthy. The Directors consider that Robbie Bell has recent and relevant financial experience.

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

Appointments to the Audit and Risk Committee will be made by the Board, on recommendation by the Nomination Committee. Appointments to the Audit and Risk Committee will be for a period of up to three years and may be extended for no more than two further periods of up to three years, provided the Director whose appointment is being considered still meets the criteria for membership.

The terms of reference of the Audit and Risk Committee state that the Audit and Risk Committee shall meet as frequently as the Audit and Risk Committee deems appropriate and, in any event, not less than four times a year. The quorum for meetings of the Audit and Risk Committee will be two members. The terms of reference of the Audit and Risk Committee also set out the authority of the Audit and Risk Committee to investigate any matter within its terms of reference.

The Audit and Risk Committee will meet not less than four times a year. When appropriate, the Audit and Risk Committee will meet with the Group’s senior managers in attendance. The Audit and Risk Committee will also meet separately at least once a year with the Group’s external and internal auditors without management present. From Admission, the chair of the Audit and Risk Committee will be available at annual general meetings of the Company to respond to questions from Shareholders on the Audit and Risk Committee’s activities.

Remuneration Committee

The Remuneration Committee will assist the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration (including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy) and determining the individual remuneration and benefits packages of each of the Executive Directors and the Company Secretary. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration wherever possible.

The UK Corporate Governance Code, as it will apply to the Company on Admission, provides that, in the case of “smaller companies”, a remuneration committee should comprise at least two members who are independent non-executive directors. The Remuneration Committee will be chaired by Alan Rigby and its other members will be Robbie Bell and James McCarthy.

Appointments to the Remuneration Committee will be made by the Board, on recommendation by the Nomination Committee. Appointments to the Remuneration Committee will be made for a period of up to three years, which may be extended for no more than two further periods of up to three years, provided the Director whose appointment is being considered still meets the criteria for membership.

The terms of reference of the Remuneration Committee state that the Remuneration Committee shall meet as frequently as the Remuneration Committee deems appropriate and, in any event, not less than two times a year. The quorum for meetings of the Remuneration Committee will be two members. The terms of reference of the Remuneration Committee also set out the authority of the Remuneration Committee to investigate any matter within its terms of reference.

Nomination Committee

The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for identifying and nominating candidates to fill board vacancies; evaluating the structure and composition of the board with regard to the balance of skills, board diversity, knowledge and experience and making recommendations accordingly; reviewing the time requirements of non-executive directors; giving full consideration to succession planning; and reviewing the leadership of the Group.

The UK Corporate Governance Code, as it will apply to the Company on Admission, provides that a nomination committee should comprise a majority of members who are independent non-executive directors. The Nomination Committee will be chaired by James McCarthy and its other members will be Robbie Bell, Alan Rigby and Barry Franks.

Appointments to the Nomination Committee will be made by the Board. Appointments to the Nomination Committee will be made for a period of up to three years, which may be extended for further periods of up to three years, provided the Director whose appointment is being considered still meets the criteria for membership.

The terms of reference state that the Nomination Committee shall meet as often as the Nomination Committee deems appropriate and, in any event, not less than once a year. The quorum for meetings of the Nomination Committee will be two members, one of whom must be an independent non-executive director. The terms of reference of the Nomination Committee also set out the authority of the Nomination Committee to investigate any matter within its terms of reference.