The Directors recognise the value and importance of high standards of corporate governance and have formally agreed to adopt the Quoted Companies Alliance (“QCA”) Corporate Governance Code in line with the London Stock Exchange’s changes to the AIM Rules.
Read more about our QCA code compliance here.
The Directors are committed to ensuring that the Company fully complies with the requirements of the QCA Code and to maintaining high standards of corporate governance. To ensure compliance, the Board agreed on a work plan for full implementation of the QCA Code at its meeting in July 2018. One area of particular focus was Board effectiveness.
To view committee membership please view the Board of Directors page.
The Audit Committee has two Non-executive Director members: Bob Head (Chairman) and Dr Mark Reilly.The Group’s external auditors and the Chief Financial Officer are invited to attend Audit Committee meetings.
The Audit Committee has responsibility for, among other things, monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. It focuses on compliance with accounting policies and ensuring that an effective system of audit and financial control is maintained, including considering the scope of the annual audit, the extent of the non-audit work undertaken by the external auditors and advising on the appointment of the external auditors. The ultimate responsibility for reviewing and approving the Annual Report and Accounts and the half-yearly reports remains with the Board.
The Audit Committee meets at appropriate times in the financial reporting and audit cycle and at least twice a year. The terms of reference of the Audit Committee cover issues such as membership and the frequency of meetings, together with requirements of any quorum for, and the right to attend, meetings. The responsibilities of the Audit Committee include the following: external audit, financial reporting, internal controls and risk management. The terms of reference also set out the authority of the Audit Committee to carry out its responsibilities.
Any non-audit services that are to be provided by the external auditors are reviewed in order to safeguard auditor objectivity and independence. The external auditors have the opportunity during Audit Committee meetings to meet privately with Committee members in the absence of executive management.
The Group prepared a full risk register during 2018, which was presented for consideration, review and amendment at the Audit Committee. Following approval, this was recommended to and adopted by the full Board.
During 2018, the Audit Committee reviewed and updated the Group’s policies on bribery, gifts and hospitality, and whistleblowing. Under the Company’s whistleblowing policy, staff may notify the CFO or, confidentially, the Chair of the Audit Committee of any concerns regarding suspected wrongdoing or dangers at work.
The Remuneration committee has three Non-executive Director members: Bob Head (Chairmain), Mark Reilly and Alastair Kilgour. The Group’s external auditors and the Chief Financial Officer are invited to attend Audit Committee meetings.
During the year the composition of the Committee was three Non-executive Director members: John Pearson, Dr Mark Reilly and Alastair Kilgour (Chairman). In addition, the Company Chairman has a standing right to attend any Remuneration Committee meetings. The Committee meets periodically as required and is responsible for overseeing the policy regarding staff and senior executive remuneration and for approving the remuneration packages for the Group’s Executive Directors. It is also responsible for reviewing incentive schemes for the Group as a whole.
During 2018, the Remuneration Committee met to agree and sign off the key appointments of Stephan Beringer and Jana Eisenstein, sign off the incentive payments recommended by executive management for the Company, agree and approve base salary changes, agree and approve share option/long-term incentive scheme awards, and review and approve new packages prior to offer for other senior staff appointments.