Corporate Governance

The Directors recognise the value and importance of sound corporate governance. The Company intends, following Admission, to follow the QCA Corporate Governance Code (2018).

The Board

The Board meets regularly and is responsible for formulating, reviewing and approving the Company’s strategy, budgets, performance, major capital expenditure and corporate actions. The Company has an Audit Committee, a Remuneration Committee, a Nominations Committee and a Disclosure Committee with formally delegated rules and responsibilities.

Audit Committee

The Audit Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and review reports from the Company’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Committee meets not less than twice in each financial year and has unrestricted access to the Company’s external auditors. The Committee comprises Philip Dimmock (Chairman), Paul Haywood, Niall Tomlinson and Tim Parson.

Remuneration Committee

The Remuneration Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee comprises Philip Dimmock, Paul Haywood and Tim Parson.

Nominations Committee

The Nominations Committee meets as and when necessary. In exercising this role, the directors have regard to the recommendations put forward in the QCA Code and, where appropriate, the UK Corporate Governance Code. The Nominations Committee comprises Philip Dimmock, Paul Haywood and Tim Parson (Chairman).

Disclosure Committee

The Disclosure Committee has the primary responsibility and authority to make decisions on disclosure delay for the purposes of Market Abuse Regulations (MARS). The Disclosure Committee comprises Philip Dimmock (Chairman) and Serina Bierer.