Corporate Governance

The Board recognises the principles of good corporate governance set out in the Corporate Governance Code (‘the Code’) and although, as the Company is quoted on AIM, it is not required to comply with the Code, it does so as far as it feels is practical and appropriate for a company of its size and complexity.

The main exceptions are:

  • The Directors forming the Remuneration and Audit Committees are not independent, as defined by the Code, because Michael Neville became a Director of the Company following the acquisition of Telephonetics Plc, of which company he was a director, and Michael Jackson was appointed a Director and Chairman without the intervention of a Nomination Committee. Each of these Directors holds shares in the Company and Michael Neville is a director of other companies in the Group.
  • The Board does not undertake a formal evaluation of its performance, as this is constantly under review given its size.

Board responsibilities

The Board’s principal responsibilities are to deliver shareholder value, maintain reliable systems of control and provide the overall vision and leadership for the Company. It determines corporate strategy, reviews the Group’s operating and financial performance to ensure it is effectively controlled, and is the primary decision-maker for all matters considered to be significant to the Group as a whole.

There is an agreed formal schedule of matters reserved for approval by the Board including the approval of acquisitions, budgets, commercial strategy, major capital expenditure, treasury policy, corporate governance, risk control and the appointment of new Directors.

 
The Board, chaired by Michael Jackson, comprises two Executive Directors and two Non-Executive Directors. Collectively, the Directors have a wide range of relevant business and financial experience and knowledge which is vital to the success of the Group.
 
The Chairman and Chief Executive have clearly defined and distinct roles. The Chairman is responsible for corporate governance, shareholder communication and the efficient operation of the Board. The Chief Executive is responsible for the day-to-day operation of the Group and leads the communication programme with analysts and potential investors.
 
The Board carries out its duties with the assistance of the Board committees. The Board meets regularly during the year and additional meetings are arranged as necessary for specific purposes. Full and timely information is provided to the Board to enable it to function effectively and to allow Directors to discharge their responsibilities.
 
All Directors have access to the advice and services of the Company Secretary, who ensures that the Board meets formally at least 11 times per year, receives appropriate and timely information for decision making, that Board procedures are followed and that statutory and regulatory requirements are met. Any Director, in order to fulfil his duties, may take independent professional advice at the Company’s expense.

Audit Committee

The Audit Committee assists the Board to discharge its responsibilities for ensuring the integrity of the financial information reported to shareholders, meeting with and recommending the appointment and resignation of the Company’s auditor and ensuring that non-audit services do not impact on the objectivity and independence of the Company’s auditor.  The Audit Committee is chaired by Michael Neville and meets on at least two occasions each year.

Remuneration Committee

The Remuneration Committee’s principal functions are to review the performance of the Executive Directors, recommend the setting of their remuneration and for considering the grant of share options to Directors and employees.  The Committee is chaired by Michael Neville.

Nomination Committee

The Nomination Committee comprises the Chairman and a Non-Executive Director.  It is chaired by Michael Jackson.  The principal functions are to review the structure, size and composition of the Board, consider succession and identify and nominate Board candidates.

 

Information last updated: 14 July 2014

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