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 will meet regularly and is responsible for formulating, reviewing and approving the Group’s strategy, budgets, performance, major capital expenditure and corporate actions. On Admission, the Company will have in place an audit committee, a remuneration committee, a nomination committee and a disclosure committee with formally delegated rules and responsibilities.
The Audit Committee will have the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’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 Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. At Admission, the Audit Committee will comprise Phil Dimmock, Paul Haywood, Niall Tomlinson and Tim Parson. Phil Dimmock will chair the committee.
Remuneration Committee and Nominations Committee
The Remuneration Committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make 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 Nominations Committee will meet as and when necessary. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the UK Corporate Governance Code. On Admission, each of the Remuneration Committee and the Nominations Committee will comprise Phil Dimmock, Paul Haywood and Tim Parson. Tim Parson will chair each committee.
The Disclosure Committee will have the primary responsibility and authority to make decisions on disclosure delay for the purposes of MAR. On Admission, the Disclosure Committee will comprise Phil Dimmock as Chairman, and Serina Bierer.