Committees and responsibilities


Board of directors’ responsibilities

The Board is ultimately responsible for the effectiveness of the Group’s system of internal control.  The executive directors of the board, through their operational roles, will have close involvement with the operations of the business.  The Board is responsible for ensuring that commercial risks and financing needs are properly considered, the obligations of a public company are adhered to and all decisions are made objectively in the interest of the Group and its stakeholders.

The main role of the Board is to:

  • Provide entrepreneurial leadership;
  • Set strategic aims, ensure necessary financial & human resources are in place;
  • Set the Group’s values & standards;
  • Prepare business plans;
  • Review and approve investments;
  • Help develop proposals on strategy;
  • Satisfy themselves on the integrity of financial information;
  • Develop a robust system of internal controls and corporate governance;
  • Ensure the Group has in place sufficient systems, procedures and controls in order to comply with the AIM Rules for Companies;
  • Ensure the Group’s commercial risks and financing needs are properly considered; and
  • Ensure all decisions are made objectively in the interest of the Group and its stakeholders

There is a clear separation of duties between the non-executive Chairman and the Group Chief Executive and details of their respective roles can be found here.

Committees’ responsibilities and activities

The Company’s Audit Committee is chaired by Susie Farnon with Peter Cornell being a member of the committee.  The Audit Committee undertakes all functions that would normally be delegated to an Audit Committee including:

  • Review the annual financial statements and interim reports prior to approval, focusing on changes in accounting policies and practices, major judgemental areas, significant audit adjustments, going concern and compliance with accounting standards, Stock Exchange and legal requirements;
  • Receive and consider reports on internal financial controls, including reports from the auditors and report their findings to the Group Board;
  • Consider the appointment of the auditors and their remuneration including reviewing and monitoring of independence and objectivity;
  • Meet with the auditors to discuss the scope of the audit, issues arising from their work and any matters the auditors wish to raise;
  • Develop and implement policy on the engagement of the external auditor to supply non-audit services;
  • Review the Group’s corporate governance procedures and any statement on internal control prior to endorsement by the Group Board; and
  • Consider the need for and scope of any internal audit work and approve and monitor any internal audit programme.

The full terms of reference of the Audit Committee can be accessed here and the Committee’s report for 2018 can be found on pages 54 – 56 of the Company’s latest Annual Report.

The Company’s Remuneration Committee is chaired by David Williams with Peter Cornell and Susie Farnon being members of the committee.  The Remuneration Committee is responsible for the establishment of appropriate employee incentives and share option schemes, and ensures that the remuneration of executive directors, non-executive directors and other key management are relevant to the industry and market in which the Group operates.

The full terms of reference of the Remuneration Committee can be accessed here and the Committee’s report for 2018 can be found on pages 57 – 65 of the Company’s latest Annual Report.

The Company’s Nomination Committee is chaired by the Chairman of the Company except when it is dealing with matters relating to his own appointment.  The membership of the Committee comprises at least two independent non-executive directors.

The full terms of reference for the Nomination Committee can be found here and the Committee’s report for 2018 can be found on page 66 of the Company’s latest Annual Report.

The primary role of the Chairman is to oversee the operation of the Board and the Company’s governance structures. He is also responsible for ensuring that the Company maintains an appropriate level of dialogue with its shareholders.  The role of the Chief Executive is to oversee the operational management of the Group’s businesses, and the role of the Senior Independent Director is to act as a sounding board for the Chairman and other members of the Board and to be an alternative point of access for shareholders for matters that they do not wish to raise through other channels.

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