BOARD OF DIRECTORS
The Company is led and controlled by the Board of Directors, chaired by Paul Kristensen with five non-executive directors and two executive directors. The chairman is responsible for leadership of the board and ensuring its effectiveness in all aspects of its role. The non-executive directors constructively challenge and help develop proposals on strategy.
Subject to the Company’s Articles of Association, the prevailing legislation and any directions given by special resolution, the business and affairs of the Company will be managed by the Directors who may exercise all such powers of the Company.
With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association, the Companies Act 2006, and related legislation and also has regard to the Code. Directors may be appointed by the Company by ordinary resolution or by the Board on recommendation of the Remuneration and Nomination Committee. A Director appointed by the Board holds office only until the following annual general meeting and is then eligible for election by the shareholders but is not taken into account in determining the Directors or the number of Directors who are to retire by rotation at that meeting. The Company may, in accordance with, and subject to the provisions of, the Companies Act 2006, by ordinary resolution of which special notice has been given, remove any Director before the expiration of his/her term of office.
Biographical details for each of the Directors are set out in the AIM Rule 26 section of this website. Details of the dates of appointment of Directors within the year are shown in the Directors’ Report. All Directors are subject to re-election within a three-year period. Directors have a standard three month notice period in their service agreements specific to the director role. The roles of the Chairman and Chief Executive are separate and have been so throughout the year. A full listing of roles and responsibilities can be found HERE.
The non-executive directors meet, without the presence of the executive directors, whenever it is appropriate for them to do so. All the Directors have access to the advice of the Company Secretary and may, in furtherance of their duties, take independent legal and financial advice at the Company’s expense. They also have access to the minutes of the Board, in which any views expressed by them regarding matters pertaining to the Group are recorded.
The Board generally meets quarterly and at such other times as required, and receives regular reports on a wide range of key issues including operational performance, risk management and corporate strategy.
The Board’s accountability is demonstrated by the adoption of a formal schedule of matters specifically reserved to the Board for its decision concerning key areas across the Group’s activities, thereby ensuring that all major decisions affecting the Group are taken at Board level. These matters are documented HERE. All the Directors are free to bring any matter to the attention of the Board, at any time. Additionally, the Nominated Advisor is invited annually to provide a Director Obligations presentation to the Directors and the legal advisors provide written governance updates and guidance as needed.
The Board invites the other executive officers of the Group to attend and participate in meetings to remove any risk of over-reliance on the executive directors.
The combined Audit and Corporate Governance Committee and the combined Remuneration and Nomination Committee meet at least twice a year.
Audit and Corporate Governance Committee
The Audit and Corporate Governance Committee is chaired by Nicholas Brigstocke and comprises two other non-executive directors, Paul Kristensen and Warren Littlefield. The external auditor, together with the Chief Executive Officer, Chief Financial Officer and other financial staff are invited to attend these meetings as and when required.
In accordance with its terms of reference, the principal function of this committee is to determine the appropriateness of accounting policies (see Note 2 to the financial statements) to be used in the Group’s annual results. In addition the Committee is responsible for monitoring the independence of the Group’s auditor, assessing the Group’s audit arrangements and the Group’s system of internal controls, regular review and confirmation of the business risks and mitigating controls, and reviewing the half-yearly and annual results before publication to ensure sufficient useful information is supplied in a useable format with no significant omissions. The committee also reviews anti-bribery policies and compliance with best practices for corporate governance.
The Committee relies on routine financial and business updates from the management team as well as detailed memos in reference to going concern, risks and controls, and any other matters that are required in conjunction with the financial reporting. The Committee also receives an annual report from the Company’s external auditor and meets with them without the presence of executive management to discuss the business directly and ensure no limitations were imposed by management.
The 2012 report of the audit committee is provided in a separate section under Corporate Governance in the Annual Report.
During 2012, the Board reviewed the Committee’s recommendations following the 2011 self-assessment evaluation of the Board’s effectiveness. As a result of the review, the Board recommended a shareholder resolution for annual re-election of directors after nine years of service which was passed at the June 2012 AGM, the Board also set guidelines and goals for succession planning, and appointed Victoria Stull, Chief Financial Officer to become an executive member of the Board. The Board also decided that given the size of the Company, a formal evaluation will be undertaken approximately every two years to monitor the Board’s progress and will include the performance and effectiveness of each Director.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is chaired by Paul Kristensen and includes two other non-executive directors, Nicholas Brigstocke and Warren Littlefield. In accordance with its terms of reference the Committee determines the level and make-up of remuneration (including bonuses and options) of the executive directors and certain senior management. This also includes formulation of remuneration policy throughout the Group, embracing both share options and bonuses.
The Committee also evaluates the balance of skills, knowledge and experience on the Board and considers all new Board appointments and re-appointments against this evaluation. The Committee sets the Company’s Equal Opportunity for Employment policy and recognises the importance of diversity, including gender, at all levels within the organisation. With the appointment of Miss Stull to the Board in July 2012, female board members now represent approximately 14% of the Board’s composition. The Committee also oversees the induction of new appointments and works with executive team to coordinate introductions to strategic shareholders as deemed necessary.
The Report of the Board regarding Directors’ Remuneration and the Group’s remuneration policy giving details of Company policy and individual Directors’ remuneration is set out on pages 25 to 27. The remuneration arrangements of the non-executive directors are recommended by the executive directors in consultation with the Company’s Independent Advisors and then approved by the Board as a whole.