UK Corporate Governance Code
The Board is committed to the highest standards of corporate governance and monitoring a sound framework for the control and management of the business corporate governance regime. The Board intends to comply with the requirements of the UK Corporate Governance Code published in September 2014 by the Financial Reporting Council. The Company will report to its Shareholders on its compliance with the UK Corporate Governance Code in accordance with the Listing Rules.
The Company applies the Quoted Companies Alliance corporate governance guidelines.
- The chairman of a company with a premium listing on the Official List should meet the independence criteria set out in the UK Corporate Governance code.
- At least two members of the board of directors of a smaller listed company, excluding the chairman, should be Non-Executive Directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement.
- The Board of Directors of a company with a premium listing on the Official List should appoint one of the Non-Executive Directors to be the Senior Independent Director to provide a sounding board for the Chairman and to serve as an intermediary for the other directors when necessary.
- The Chairman of the Company is Alan Smith.
- The Board comprises two Executive Directors (David Knight and Chris Muir) and three Non-Executive Directors (George Adams, Ron McMillan and Paul Daccus), excluding the Chairman. The Board considers George Adams and Ron McMillan to be independent Non-Executive Directors for the purposes of the UK Corporate Governance Code. Paul Daccus has been appointed to the Board as nominee director by the Company's principal Shareholder and is therefore not considered to be independent.
- Ron McMillan has been appointed as Senior Independent Director. Ron McMillan will fulfil the role of the Senior Independent Director and will be available to Shareholders.
As envisaged by the UK Corporate Governance Code, the Board has established three committees: an audit committee, a nomination committee and a remuneration committee
Audit committee chaired by Ron McMillan
Nomination committee chaired by Alan Smith
Remuneration committee chaired by George Adams
On Admission, the Audit Committee will be chaired by Ron McMillan and its other members will be Alan Smith and George Adams. The Directors consider that Ron McMillan has recent and relevant financial experience in accordance with the requirements of the UK Corporate Governance Code.
The UK Corporate Governance Code recommends that an audit committee should comprise of at least two members who are independent Non-Executive Directors, and that at least one member should have recent and relevant financial experience.
The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group’s annual financial statements, considering the scope of the annual audit and the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules.
The Audit Committee will normally meet not less than three times a year.
From Admission, the Audit Committee chairman will be available at annual general meetings of the Company to respond to questions from Shareholders on the activities of the Audit Committee.
The Audit Committee has taken appropriate steps to ensure that the Company’s Auditors are independent of the Company and obtained written confirmation from the Company’s Auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies.
On Admission, the Nomination Committee will be chaired by Alan Smith and its other members will be Ron McMillan, George Adams and Paul Daccus.
The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent Non-Executive Directors.
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise.
The Nomination Committee will meet once annually and also as and when is required.
On Admission, the Remuneration Committee will be chaired by George Adams and its other members are Ron McMillan and Alan Smith. The Remuneration Committee will meet not less than twice a year.
The UK Corporate Governance Code recommends that all members of the Remuneration Committee be Non-Executive Directors, independent in character and judgement and free from any relationship or circumstances which may, could or would be likely to, or appear to, affect their judgement.
The Remuneration Committee recommends what policy the Company should adopt on executive remuneration, determines the levels of remuneration for each of the Executive Directors and recommends and monitors the remuneration of members of the Senior Management. The Remuneration Committee will also generate an annual remuneration report to be approved by the Shareholders of the Company at the annual general meeting.