Corporate governance

Corporate Governance

The Directors recognise the importance of sound corporate governance and, following Admission, and will comply with all of the Principles set out in the QCA Guidelines.

Remuneration Committee

Membership of the Remuneration Committee during the period consisted of the Non-Executive Directors, Nigel Burton (Chairman), David Nicholl and Gary Worby. The Remuneration Committee oversees the remuneration policies and activities of the Group. The Committee met 5 times during the year ended 30 June 2022. The Committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the Company.

 

Audit and Risk Committee (ARC)

The ARC, is led by Nigel Burton (as chairman) and comprises Nigel Burton and Andrew Lawley.  The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the ARC will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company. The ARC will also consider, manage and report on the risks associated with the Company as well as ensuring the Company’s compliance with the AIM Rules and the Market Abuse Regulations concerning disclosure of inside information.  The committee meets at least twice per annum and met three times in the year ended 30 June 2021.

 

Nomination Committee

The Nomination Committee is led by David Nicholl (as chairman) and comprises David Nicholl and Nigel Burton. This committee is responsible for reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure the Board operates effectively as well as being responsible for the annual evaluation of the performance of the Board and of individual directors. The Nomination Committee is expected to meet when necessary to do so. The Nomination Committee also identifies and nominates suitable candidates to join the Board when vacancies arise and makes recommendations to the Board for the re-appointment of any Non-Executive Directors.

 

Compliance with the provisions of the QCA Corporate Governance Code

Principle 1.

Establish a strategy and business model which promote long-term value for shareholders

Principle 2.

Seek to understand and meet shareholder needs and expectations

Principle 3.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

Principle 4.

Embed effective risk management, considering both opportunities and threats, throughout the organisation

Principle 5.

Maintain the board as a well-functioning, balanced team led by the chair

Principle 6.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

Principle 7.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Principle 8.

Promote a corporate culture that is based on ethical values and behaviours

Principle 9.

Maintain governance structures and processes that are fit for purpose and support goo decision-making by the board

Principle 10.

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

 

This Corporate Governance statement was last reviewed on 15 February 2023.