This additional information is provided to the shareholders in accordance with the Corporate Governance Guidelines for Smaller Quoted Companies published in September 2010 by the Quoted Companies Alliance (the QCA Code).
Role Description and Responsibilities
The Chairman is responsible for running the board of directors (the Board) of DDD Group plc (the Company), including providing overall leadership and ensuring that the Board is effective in its role. He sets the board agenda and ensures adequate time is available for discussion of all agenda items, particularly strategic issues. The Chairman facilitates the effective contribution of the non-executive directors and constructive relations with the executive management team and the Board. At least annually, the Chairman holds a meeting without executive directors being present to evaluate their performance with the other non-executive directors.
The CEO is the most senior executive director on the Board with responsibility for proposing strategy to the Board, and for delivering the strategy as agreed. The CEO, with the support of his executive team, is responsible for setting an example to the Company’s employees, and communicating to them the expectations of the Board in relation to the Company’s culture, values and behaviours. The CEO is responsible for supporting the Chairman to make certain that appropriate standards of governance permeate through all parts of the organisation. The CEO makes certain that the Board is made aware of the views of employees on issues of relevance to the business.
The CEO ensures the Board knows the executive team’s views on business issues in order to improve the standard of discussion in the boardroom and, prior to final decision on an issue, explain in a balanced way any divergence of views in the executive team.
Senior Independent Director:
The senior independent director serves as a key advisor to and acts as a sounding board for the Chairman in his role, serves as an intermediary whenever necessary amongst the other directors, leads the evaluation of the Chairman, and assists with the oversight of governance matters. The role is also relevant in times of stress and the senior independent director may be called on to intervene in situations to maintain the stability of the Board and the Company(see FRC guidance for examples).
The non-executive directors bring industry knowledge and skill-sets to the board which help to develop and challenge proposals from the executive team on strategy and assist management with advice when needed. They are responsible for scrutinising the Company’s performance of management in meeting agreed goals and objectives and for monitoring the reporting of performance. They are responsible for satisfying themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible. They are responsible for setting the appropriate levels of remuneration of the executive directors and have a prime role in appointing and, where necessary, removing executive directors, and in succession planning.
The company secretary maintains the official corporate records (such as minute books and other items not specifically assigned elsewhere) and ensures board interactions are documented by the Company. The company secretary also controls the information flow to Companies House in relation to mandatory filings and ensures the Company remains in good standing. The company secretary role also provides advice to the Board and the executive management team and assists with professional development under ICSA standards as required. The company secretary advises the Board on all governance matters and is available to advise the directors to ensure all board procedures are followed.
The nominated advisor is a key advisor with responsibility for advising and guiding the Company on its responsibilities as an AIM company. The Board and the executive management team work closely with the nominated advisor and seek its prior approval of all regulatory communications.
Other Key Advisors:
The other key advisors (e.g. auditors, lawyers, bankers, brokers, and investor relations firm) that enable the Board and its executive team to meet its obligations to shareholders are set out on the AIM Rule 26 page of the Company’s website and in the Annual Report and Accounts for each year.
Roles, Authority Delegated, Information Received
The Board is responsible for the long-term success of the Company. Its role is to provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enables risks to be assessed and managed. The Board sets the Company’s strategic aims, ensures that necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance. The Board also sets the values and standards which ensure that its obligations to its shareholders and other stakeholders are understood and met.
Members of the Board have an appropriate balance of skills, experience, independence and knowledge which enable them to discharge their respective duties and responsibilities effectively. The matters reserved for the Board are listed in a separate section of this website. Board meetings are held quarterly and at such other times as necessary to discharge its duties effectively.
All directors allocate sufficient time to the Company to discharge their duties and act in what they consider to be the best interests of the Company.
The Board receives regular financial and operational updates from the executive management team to assist in discharging its duties and is able to seek clarification or amplification where necessary. Twice yearly, the Board holds strategic meetings to review the Company’s progress and determine if modifications to the strategy are required. These sessions make use of the knowledge and expertise of all directors to collectively challenge and examine the strategy set for the Company.
The Board delegates certain responsibilities to committees and ensures that the committee membership is refreshed and no undue reliance is placed on particular individuals. An Audit and Corporate Governance Committee, a Remuneration and Nomination Committee and an Executive Management Committee are in place. These committees provide reports, updates and/or recommendations to the Board following meetings and are open to dialogue from the other directors.
More information about the Board can be found in the current Annual Report and Accounts of the Company on this website in the Company Reports and Presentations pages.
Audit and Corporate Governance Committee:
This committee is foremost responsible for the choice of accounting policies and the judgements made within the application of the policies. It is also responsible for monitoring the integrity of financial statements and formal announcements of the Company’s financial performance, the annual review of the internal controls and risks management systems in place, determining the need/effectiveness of internal audit, making recommendations to the Board (ultimately shareholders) regarding re-appointment or removal of external auditors and their remuneration, reviewing and monitoring external auditors’ independence, and developing and implementing policy on the external auditors’ engagement to supply non-audit services.
This committee ensures that there are appropriate methods for staff to raise concerns about possible improprieties and ensure that any arrangements are in place for the proportionate and independent investigation of such matters for appropriate follow-up actions.
This committee is also responsible for ensuring that the annual report includes all the necessary information for stakeholders to assess the performance and prospects of the Company and that it presents the information as a whole in a fair and balanced manner.
This committee receives memos from the CFO regarding accounting policies and/or significant judgements in order to document the financial position and enable it to express any concerns. This committee also gives bi-annual reviews of going concern matters and an annual review of the internal controls environment and any concerns during the year. This committee is also provided with an annual evaluation of auditors’ independence by the CFO and the external auditors’ Key Issues Memorandum following their audit work. These documents are reviewed at an audit committee meeting in advance of releasing the Company’s financial results. This committee recommends the acceptance of the documents and submission of full financial documents to the Board for voting.
Corporate governance responsibilities:
In relation to corporate governance matters, this committee’s primary responsibility is to determine and implement current best practice as applicable to the Company given its nature, size and stage of development. The committee reviews updates provided by the Company’s advisors and has discussions with the company secretary to ensure good corporate governance is in place.
The committee receives a memorandum regarding the adoption of QCA Code and also reviews an analysis of recommended guidance to determine the timing of implementation of new programs (e.g., diversity in the boardroom). This committee works with the Board and other committees to address the governance areas.
Remuneration and Nominations Committee:
The committee is responsible for establishing levels of remuneration and packages which are sufficient to attract, retain and motivate directors and senior executives of the quality required for running and growing the Company successfully. The balance of the structure of the rewards between base salary, bonuses, stock options and other components is determined based on a reasonable structure which rewards corporate and individual performance. Executive compensation includes performance requirements which seek to promote the long-term success of the Company.
The committee also ensures that no director is allowed to decide his or her own remuneration package.
The committee receives an annual recommendation from management regarding staff compensation that is in line with the approved operating budget. The committee also requests executive compensation details and reviews the financial results and key performance indicators when determining the appropriateness of changes to the remuneration of the executives.
The Board is expected to ensure an orderly succession for appointments to the Board and to senior management, so as to maintain an appropriate balance of skills and experience within the Company and on the Board and to ensure progressive refreshing of the Board. It is also expected to conduct searches and make appointments on merit, against objective criteria, and with due regard for the benefits of diversity on the Board, including gender.
The committee leads the process for Board appointments and makes recommendations to the Board. The committee is responsible for evaluating the balance of skills, experience, independence and knowledge on the Board and, in light of this evaluation, preparing a description of the role and capabilities for a particular appointment. This committee also reviews the performance of a retiring director in advance of recommending re-election and takes into account the need for progressive refreshing of the Board. A formal performance evaluation is undertaken annually to ensure that individual performance continues to be effective and demonstrates commitment to the role.
Last updated: 4 May 2012