Corporate Governance

The Board has adopted the QCA Corporate Governance Code 2018, a set of corporate governance guidelines, which include a code of best practice, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters

Audit Committee

The Group has established an Audit Committee, which will comprise Jonathan Warburton as Chairman, Jeremy Sparrow and Matt Wood. It will meet at least three times each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The Audit Committee is responsible for determining the application of the financial reporting and internal control principles, including reviewing regularly the effectiveness of the Group’s financial reporting, internal control and risk-management procedures and the scope, quality and results of the external audit.

Remuneration Committee

The Group has established a Remuneration Committee, which will comprise Jonathan Warburton as Chairman, Jeremy Sparrow and Matt Wood, which will review the performance of the Executive Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regards to the interests of Shareholders. In determining the remuneration of Executive Directors, the Remuneration Committee will seek to enable the Group to attract and retain executives of the highest calibre. The Remuneration Committee also makes recommendations to the Board concerning the allocation and administration of Options. No Director is permitted to participate in discussions or decisions concerning their own remuneration.

Nomination Committee

The Group has established a Nomination Committee, which will comprise Charles Dickson as Chairman, Jeremy Sparrow, Jonathan Warburton and Matt Wood and will be responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise.