The Board retains overall accountability for the running of the Company and is accountable for the decisions that could have a material impact on the business. It discharges this responsibility through the management team, which is responsible for the day-to-day management of the operations of the Company.
The Board gives strategic direction to the Company. The Board retains full and effective control over the Company and monitors executive management in implementing plans, policies, tactics, procedures and strategies. The ultimate responsibility for the Company rests with the Board. The Board retains effective control through a well-developed governance structure of Board subcommittees and suitable delegation of authority. There is a policy evidencing clear balance of power and authority to ensure that no one director has unfettered powers of decision making.
The Board recognises that it is responsible for implementing practices of good governance and that companies do not act independently from the societies and the environment in which they operate. The Board is committed to high standards of corporate governance in order to facilitate an environment in which the Company’s assets are safeguarded and the interests of all stakeholders and shareholders are protected.
The Board consists of two Executive Directors and seven Non-executive Directors (including the Board Chair). A. Paul Blakeley and Bert-Jaap Dijkstra are Executive Directors and are considered to be full time employees. A. Paul Blakeley is not considered to be independent due to his role as President and Chief Executive Officer. Bert-Jaap Dijkstra is not considered to be independent due to his role as Chief Financial Officer. Six of the Non-executive Directors, namely Dennis McShane (Board Chair), Robert A. Lambert, Iain McLaren, Cedric Fontenit, Lisa Stewart and Jenifer Thien are considered by the Board to be independent in accordance with the QCA Code. David Neuhauser, a Non-executive Director, is considered not independent as a result of his managerial responsibilities with a material shareholder of the Company, namely Livermore Partners LLC. The Board Chair is responsible for leadership of the Board and for the efficient conduct of the Board’s function. The Board Chair is expected to encourage the effective contribution of all Directors and promote constructive and respectful relations between Directors and senior management. The Directors believe that they have sufficient experience in implementing accounting systems and controls which will provide a reasonable basis for them to make proper assessments as to the financial position and prospects of the Company.
The Audit Committee is comprised of Iain McLaren (Committee Chair), Robert Lambert and Lisa Stewart, all of whom are considered independent in accordance the QCA Code standards. The Audit Committee’s overall goal is to ensure that the Company adopts and follows a policy of proper and timely disclosure of material financial information and reviews all material matters affecting the risks and financial position of the Company. The Audit Committee, inter alia, meets with the Company’s external auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company’s accounting and financial reporting processes, the Company’s internal accounting controls and the resolution of issues identified by the Company’s auditors.
The Audit Committee meets at least three times per year and otherwise as required.
The Governance and Nomination Committee is comprised of Dennis McShane (Committee Chair and Board Chair), Cedric Fontenit, Iain McLaren, Jenifer Thien and A. Paul Blakeley (CEO). The Governance and Nomination Committee oversees the corporate governance practices of the Group, assists the Board in identifying new candidates for Board nomination, makes recommendations to the Board with respect to membership on Board committees other than the Governance Nomination Committee, and assists the Board with respect to providing continuing education programmes for directors. The Governance and Nomination Committee meets at least twice per year and otherwise as required.
The Remuneration Committee is comprised of Jenifer Thien (Committee Chair), Dennis McShane and Iain McLaren, all of whom are independent. The Remuneration Committee assists the Board in setting director and senior executive compensation, and develops and submits to the Board recommendations with respect to other employee benefits as it sees fit. The Remuneration Committee meets at least twice per year and otherwise as required.
The HSEC (Health, Safety, Environment and Climate) Committee is comprised of Robert A. Lambert (Committee Chair), Lisa A. Stewart, Jenifer Thien and A. Paul Blakeley (CEO). The HSEC Committee assists the Board in obtaining assurance that appropriate policies and systems are in place to effectively manage the health, safety, and environmental and climate risks in relation to the Group’s operations and ensure that the Group’s activities are planned and executed in a safe and responsible manner. The HSEC Committee reports to the Board regarding the Group’s health, safety, environmental and climate records. The Board has ultimate responsibility for health, safety, environmental and climate matters. The HSEC Committee meets at least three times per year and otherwise as required.
The Disclosure Committee is comprised of A. Paul Blakeley (Committee Chair) and Neil Prendergast (Company Secretary). The purpose of the Disclosure Committee is to assist the Board in fulfilling its responsibilities in respect of the requirement to make timely and accurate disclosure of all information that is required to be disclosed to meet the legal and regulatory obligations and requirements arising under the Market Abuse Regulation (EU) No. 596/2014, the AIM Rules for Companies and the Disclosure Guidance and Transparency Rules sourcebook published by the FCA from time to time, and the requirement for the Company to take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations in this regard. The Disclosure Committee meets at least once per year to review disclosure procedures and otherwise as required.
The directors comply with Rule 21 of the AIM Rules and MAR relating to dealing in the Common Shares. The Company has a blackout period policy in respect of its share listings which applies to directors, officers, employees and consultants of the Company. The Company has adopted a revised policy on trading and confidentiality of insider information for the directors and certain employees which contains provisions appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during close periods in accordance with Rule 21 of the AIM Rules) and the Company will take all reasonable steps to ensure compliance by the directors and any relevant employees with such policy.