The Board is committed to effective corporate governance, not just as a set of guidelines, but as a real basis for providing internal controls that will deliver long-term value and meet stakeholder expectations around leadership and oversight. Since IPO in December 2019, the Company has applied the QCA Code which serves to mitigate and minimise risk and add value to our business.

 

Corporate governance statement

The Board comprises five Directors, two Executive Directors and three independent Non-executive Directors,  the combination of which the Board believes ensures that there is a clear balance of responsibilities between the executive and non-executive functions, and that no individual (or small group of individuals) can dominate the Board’s decision making.  The Board believes that it has a desirable range of different skills, experiences and backgrounds (see Board biographies).  This proved invaluable during an unprecedented and challenging 2020 as the Board acted quickly and responsibly to manage the business through the COVID-19 disruption and protect the Group’s stakeholders.

 

Board roles

Matters reserved for the Board

The Audit Committee has primary responsibility for monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control environment in operation throughout the Group and recommend external auditors for reappointment. The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditor. The Audit Committee comprises Yvonne Monaghan (as Chairman), Richard Law and Stuart Warriner.

 

Audit Committee terms of reference

The Remuneration Committee will review the performance of the Executive Directors, Chairman of the Board and senior management of the Group and make recommendations to the Board on matters relating to their remuneration and terms of service. This includes making recommendations  on proposals for the granting of share options and other long-term equity incentives. The Remuneration Committee will meet as and when necessary, but at least twice in each financial year. In exercising this role, the members of the Remuneration Committee will have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The remuneration of Non-executive Directors will be a matter for the Chairman and the executive members of the Board and no director shall be involved in any decisions as to his or her own remuneration. The Remuneration Committee comprises Stuart Warriner (as Chairman), Richard Law and Yvonne Monaghan.

 

Remuneration Committee terms of reference

The Nomination Committee will lead the process for Board appointments and make recommendations to the Board. The Nomination Committee will evaluate the balance of skills, experience, independence and knowledge on the existing Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee will also review the structure, size, diversity and composition of the Board and make recommendations concerning the annual reappointment of Directors. The Nomination Committee will meet as and when necessary, but at least twice in each financial year. The Nomination Committee comprises Richard Law (as Chairman), Yvonne Monaghan and Stuart Warriner.

 

Nomination Committee terms of reference