9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The main responsibilities of the Board are the creation and delivery of sustainable shareholder value by promoting the long-term success of the Company and upholding good corporate governance.
The Board, in addition to routine consideration of both financial and operational matters, determines the strategic direction of the Group.
The main responsibilities of the Chairman are to lead the Board, ensuring its effective management of the Group’s operations and governance, and to maintain relations with major shareholders thus enabling the Board to gain an understanding of their views. The Chairman sets the Board’s agenda and promotes a strong culture of challenge and debate.
The Chief Executive is responsible for the day-to-day management of all the Group’s activities and the implementation and delivery of the Board’s strategic objectives. He also promotes appropriate cultural values and standards and maintains good relationships and communications with investors.
In accordance with their terms of reference, certain matters are delegated to the Committees of the Board. The Board formally delegates responsibility to four committees; the Audit, Remuneration, Nomination and the AIM Compliance and Corporate Governance Committees.
The Audit Committee meets at least twice a year with the Group’s Auditor and as otherwise required. Its duties are to:
- Monitor the integrity of the financial statements;
- Review the quality of the Group’s internal controls, ethical standards and risk management systems;
- Review the Group’s procedures for detecting and preventing bribery and fraud; corruption, sanctions and whistleblowing
- Ensure that the financial performance of the Group is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements and accounting policies; and
- Oversee the relationship with the Group’s external Auditor
The Remuneration Committee meets to determine and agree remuneration packages of the Chairman and Executive Directors and other employee benefits. Where appropriate the Committee seeks advice from remuneration consultants to gain an understanding of current trends and latest developments. In addition, taxation and legal advisors will usually be involved in drafting and finalising reward agreements.
The Nomination Committee is heavily involved in the development of Board structure and succession planning,
The AIM Compliance and Corporate Governance Committee is responsible for establishing, reviewing and monitoring the Group’s procedures and controls for ensuring compliance with the AIM Rules and the timely disclosure of information to satisfy the Group’s legal and regulatory obligations.
Full terms of reference for each committee can be found on our website.