The Company has adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), which requires those companies applying the QCA Code to adopt a ‘comply or explain’ approach in respect of the application of guidance contained within. The Board considers that the Company complies with provisions of the QCA Code, save for those areas identified in this website disclosure, which are attributable to the Company’s current scale and stage of growth and its status as a newly listed company. The QCA website disclosures can be found here.
Board committees
The Company has Audit & Risk, Remuneration, Nomination, and Disclosure Committees comprised solely of Non-Executive Directors although certain senior management are likely to attend key committees.
Audit & Risk Committee
The Audit Committee has four members, Vin Wijerante (Chair), Alexandra Innes, Jo Goodson and John Richards, all Non-Executive Directors. The CEO, CFO and external auditors attend meetings by invitation. The Audit Committee is responsible for assisting the Board in fulfilling its financial and risk responsibilities. The Audit Committee oversees the financial reporting, risk management and internal control procedures. The Audit Committee advises the Board on the appointment and removal of the external auditor and discusses the nature, scope and results of the audit with the auditors. The Audit Committee reviews the extent of non-audit services provided by the auditors and reviews with them their independence and objectivity.
Remuneration Committee
The Remuneration Committee has four members, Jo Goodson (Chair), John Richards, Vin Wijerante and Alexandra Innes, all Non-Executive Directors. Other members of the Board may attend the Committee’s meetings at the request of the Committee Chairman. The remit of the Committee is primarily to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Executive Directors and the Senior Management of the Group. The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their terms of employment and remuneration, including short term bonus and long-term incentives. The Remuneration Committee meets not less than twice a year.
Nominations Committee
The Nominations Committee has three members, John Richards (Chair), Jo Goodson and Alexandra Innes. The Nominations Committee regularly reviews the structure, size and composition required of the Board compared to its current position, makes recommendations to the Board, considers succession planning, and nominates candidates to fill Board vacancies. The Nominations Committee also keeps key positions outside the main board and other personnel considered critical to the business under review, including that of the Chief Operating Officer and regional managing directors. The Nominations Committee meets at least once per year, and otherwise as necessary to consider proposals for Board appointments and other matters.
Disclosure Committee
In addition, the Board has constituted a Disclosure Committee, which will provide support to the Board in relation to compliance with the UK Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules for Companies and the identification, control and disclosure of “inside information”. The Committee will meet at such times and in such manner (including by telephone) as shall be necessary or appropriate. The Committee has two members, John Richards, and Neil Evans.
Diversity Policy
The company’s Diversity Policy can be found here