Corporate Governance

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 a company of its size.

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.

Biographies of the Board of Directors can be found on the Directors and Senior Management page.

Audit committee

Chair : Nick Backhouse
Members : Claire Tiney

The Audit Committee’s role is to establish formal and transparent arrangements for the application of corporate reporting, risk management and establishing and monitoring the principals of internal controls, including reviewing the Group’s annual and half-yearly reports, considering the scope of the annual audit and reviewing the findings of the audit 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 Audit Committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules, the Director’s duties contained in the Companies Act 2006 and any other applicable rules.

Audit Committee Terms of Reference

Nomination committee

Chair : Peter Boddy
Members : Claire Tiney, Nick Backhouse

The Nomination Committee’s role is to develop and maintain a formal, rigorous and transparent procedure and to lead the process for Board appointments and re-appointments. It will identify and nominate for the approval of the Board, candidates to fill Board vacancies as and when they arise, recommend appointments of both executive and non-executive directors to the Board and will also be responsible for periodically reviewing the Board’s structure, size and composition. The appointments will be based on merit and against objective criteria, including the time available to and the commitment which will be required of, the potential director. It will also be responsible for formulating plans for succession for both executive and non-executive directors and in particular for the key roles of chairman and chief executive.

Nomination Committee Terms of Reference

Remuneration committee

Chair : Claire Tiney
Members : Nick Backhouse

The Remuneration Committee assists the Board in determining the Group’s remuneration policies for the Chairman and for each of the Executive Directors and recommends and monitors the level and structure of remuneration for Senior Management. The Remuneration Committee will also review the design of all share incentive plans for approval by the Board and shareholders and determine the policy for, and scope of, pension arrangements for each Executive Director and other Senior Management.

Remuneration Committee Terms of Reference

Articles of association

The Articles of Association were adopted pursuant to a special resolution passed at a general meeting of the Company held on 16th September 2016 (subject to and conditional upon Admission). The Company’s objects are not restricted by its Articles of Association, accordingly, pursuant to section 31 of the Companies Act, the Company’s objects are unrestricted.

Our current Articles of Association can be viewed here.

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