The Board considers the Corporate Governance Code 2018, published by the Quoted Companies Alliance (the “QCA Code”), to be the most suitable corporate governance code for the Company. The Company has adopted the QCA Code and the Principles which it contains. The QCA Code’s 10 Principles and an explanation of how these are complied with by the Company are set out after this overview.
Christopher Latilla-Campbell and Christian Schaffalitzky de Muckadell are non-executive directors but neither are considered independent in view of their shareholdings and the receipt by them of equity based compensation.
The Board is collectively responsible to shareholders for the success of the Group. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company, establishing the policies of the Company and appraising the making of all material investments.
It is also the Board’s responsibility to oversee the financial position of the Company and to monitor the business and affairs of the Company on behalf of the shareholders, to whom the directors are accountable. The primary duty of the Board will be to act in the best interests of the Company at all times. The Board will also address issues relating to internal control and the Company’s approach to risk management. To this end, the Company has established an audit committee of the Board (the “Audit Committee”) with formally delegated duties and responsibilities.
The Audit Committee, which comprises Christopher Latilla-Campbell as chairman and Christian Schaffalitzky de Muckadell will meet at least twice a year. The Audit Committee will be responsible for the Company’s internal controls and ensuring that the financial performance of the Group is properly measured and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.
The Audit Committee will also make recommendations to the Board on the appointment of auditors and the audit fee.
The Company has also established a remuneration committee of the Board (the “Remuneration Committee”) with formally delegated duties and responsibilities.
The Remuneration Committee which comprises Christian Schaffalitzky de Muckadell as chairman and Christopher Latilla-Campbell will meet at least once a year. The Remuneration Committee will be responsible for reviewing, determining and recommending to the Board the future policy for the remuneration of the directors. The Remuneration Committee will consider base fees, salaries and incentive entitlements and awards and, where appropriate, pension arrangements. The aggregate remuneration of the directors is limited by the Company’s Articles of Association and this aggregate amount can only be changed by the Company in General Meeting.
The Board has adopted a share dealing code (the “Share Dealing Code”) regulating trading in the Company’s shares for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are listed on the Official List and admitted to trading on the Main Market for listed securities of the London Stock Exchange (particularly relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of the Share Dealing Code.
The Board currently comprises four directors of which two are non-executive and two are executive. The Board as a whole believes that its current composition provides an appropriate level of balance in the Board and the Company’s management.
QCA CODE AND COMPANY COMPLIANCE
The QCA Code, which the Company has adopted, contains 10 Principles which are set out below together with an explanation of how the Company applies each Principle.