Corporate Governance

 

The Board oversees the Company’s financial reporting, risk management and regulatory compliance functions. It also sets executive remuneration and oversees executive appointments. These roles are fulfilled by the Board and its three committees shown below. The Board and its committees meet regularly, discuss matters by phone when necessary, and circulate minutes and relevant papers in advance of each meeting.

My aim, as Chairman, is to create a diverse, inclusive and effective Board, which is fully informed about the business and able to provide the executive membership with an appropriate balance of challenge and support. My relationship with our CEO and our interaction with the nonexecutive directors is of key importance for a climate of open communication and constructive debate. I run annual Board evaluations, which provide useful feedback to drive improvements in the Board’s and committees’ work.

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My aim as Chairman is to create a diverse, inclusive and effective Board, which is fully informed about the business and able to provide the executive membership with an appropriate balance of challenge and support.

 

 

Compliance with the UK Corporate Governance Code

Your Company is listed on the Alternative Investment Market of the London Stock Exchange (‘AIM’), so the Company is not required to adopt the UK Corporate Governance Code, which applies only to fully listed companies. Nevertheless, the Company is committed to high standards of corporate governance and the Board is accountable to the Company’s shareholders. This statement describes how the Company applies the principles of good corporate governance.

The workings of the Board and its committees

The Board

The Board comprises the NonExecutive Chairman, the Group Chief Executive, the Group Finance Director and four other non-executive directors. In May 2016, Stuart Clark resigned from the Board and also in May 2016 David Courtley and Rory Curran were appointed as non-executive Directors to the Board. It is responsible to shareholders for the proper management of the Company. Directors’ biographies appear on pages 30 to 31 and demonstrate their range of relevant experience, bringing independent judgement to bear on issues of strategy, performance, resources, industry knowledge and standards of conduct.

All directors have access to the Company Secretary, who is responsible for company secretarial matters and compliance with relevant statutory obligations. All directors have access to training to enable them to comply with their duties as a director.

To enable the Board to discharge its duties, all directors have full and timely access to all relevant information. The Board meets at least quarterly and has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control over appropriate strategic, financial, operational and compliance issues. At its meetings the Board reviews trading performance, ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses reports to shareholders. The directors can also take independent professional advice as appropriate at the Company’s expense. The Chairman meets at least once a year with the non-executive directors without the executive directors present.

The performance of the executive directors is reviewed annually by the non-executive directors. On resignation from the Board a non-executive director would be invited to provide a written statement to the Chairman for circulation to the Board, if he or she were to have any unresolved concerns about the running of the Company. The overall effectiveness of the Board and its sub-committees is reviewed by the Board as a whole through annual completion and discussion of a questionnaire.

The Board believes that the level of sales consulting to promote StatPro Revolution provided by Mark Adorian in recent years, in addition to his substantial shareholding, means that he may no longer be considered independent under the UK Corporate Governance code, although the Board believes that Mark Adorian is independent of mind and continues to act in the interests of all shareholders.

Jane Tozer is the Senior Independent Director and is available to the shareholders for any concerns which have not been resolved by contact with the Chairman, Chief Executive or other executives, or for which such contact is inappropriate.

 

Audit Committee

The Audit Committee is chaired by Jane Tozer. The Audit Committee also comprises the Chairman (Carl Bacon), Mark Adorian, David Courtley and Rory Curran, and meets at least three times annually. The Audit Committee receives reports from the Group’s external auditors and its meetings are also attended, by invitation, by the Group Finance Director.

The Audit Committee reviews the Company’s financial matters, as set out in written terms of reference, including the interim results and the Annual Report and Accounts, before their submission to the Board. It monitors the controls in force to ensure the integrity of financial information reported to shareholders.

The Audit Committee reviews the appointment of external auditors, discusses the nature and scope of the audit and reviews the external auditor’s remuneration both for audit and non-audit work. The Audit Committee assesses annually the qualification, expertise and resources, the independence of the external auditors, and the effectiveness of the audit process.

The Audit Committee reviews the whistleblower policy and process for staff and receives reports on all issues raised through this process.