Menu Share price Go to consumer site Corporate governance UK Corporate Governance Code The Board is committed to the highest standards of corporate governance and intends that the Company should comply with all requirements of the UK Corporate Governance Code that are applicable to it as a “smaller company” (defined in the UK Corporate Governance Code as being a company below the FTSE 350, which the Company will be on Admission). The Board considers that the Company is compliant with all aspects of the UK Corporate Governance Code that are applicable to it as a “smaller company” other than the requirement set out in code provision A.3.1 of the UK Corporate Governance Code which requires that the Chairman should, on appointment, meet the independence criteria set out in code provision B.1.1. This is because the Chairman will, at Admission, be a holder of Shares and has previously been an executive director of the Group. Nevertheless, the Board considers that the fact of that holding of shares (including the relative size of it) does not influence the Chairman’s independence of character and judgement within the meaning of code provision B.1.1 and it does not influence him or the Board in the proper discharge of their duties and the operation of the business of the Group. The UK Corporate Governance Code recommends that, other than in the case of a UK listed company that is a “smaller company” at least half the board of directors of a UK listed company, excluding the Chairman, should comprise 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 UK Corporate Governance Code recommends that a “smaller company” should have at least two independent non-executive directors. The Board is currently comprised of three executive directors and five non-executive directors and the Board therefore considers that the Company is compliant with the UK Corporate Governance Code (as it applies to the Company) in this regard. The Board considers three of the Non-Executive Directors, David Wild, Rob McWilliam and Julie Sneddon, to be independent for the purposes of the UK Corporate Governance Code. It should be noted that were the Company to move into the FTSE 350 in the future, then in order to ensure its continued compliance with the UK Corporate Governance Code, the Company would need to ensure that at least half of its board of directors comprised independent non-executive directors. The UK Corporate Governance Code recommends that 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 senior independent director should be available to shareholders if they have concerns which contact through the normal channels of the chief executive officer has failed to resolve or for which such contact is inappropriate. David Wild has been appointed as the senior independent director of the Company. As envisaged by the UK Corporate Governance Code, the Board has established three committees: an audit committee, a nomination committee and a remuneration committee. If the need should arise, the Board may set up additional committees as appropriate Audit committee Committee members: Rob McWilliam (Chairman), David Wild, Nick Basing, Christopher Mills and Julie Sneddon. The UK Corporate Governance Code recommends that an audit committee should comprise at least three members (or in the case of a “smaller company”, two members) who are independent non-executive directors and that at least one member should have recent and relevant financial experience. The Audit Committee will be chaired by Rob McWilliam, an independent non-executive director and its other members will be David Wild, Nick Basing, Christopher Mills and Julie Sneddon. The Directors consider that Rob McWilliam has recent and relevant financial experience in accordance with the requirements of the UK Corporate Governance Code. The Board therefore considers that the Group is compliant with the UK Corporate Governance Code in this regard. The Audit Committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. 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 terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements of any quorum for and the right to attend meetings. The duties of the Audit Committee covered in the terms of reference are: financial reporting, internal controls, internal audit, external audit, compliance, whistleblowing and fraud. The terms of reference also set out the authority of the committee to carry out its duties. The Audit Committee will normally meet not fewer than three times a year at appropriate times in the reporting and audit cycle. Further meetings may be called as required. The internal and external auditors have the right to attend meetings. Outside of the formal meeting programme, the Audit Committee chairman will maintain a dialogue with key individuals involved in the Company’s governance, including the Chairman, the Chief Executive Officer, the Chief Financial Officer, the external audit lead partner and the head of internal audit. 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 Auditors are independent of the Company and obtained written confirmation from the Auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies. 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