Membership of the Nomination Committee
The Nomination Committee comprises four Non-Executive Directors: Carol Kane is Committee Chair, with Dave Wilson, Alex Jarvis and Richard Flint as the other members. Alex Jarvis and Richard Flint are considered independent Directors. Dave Wilson and Carol Kane are not considered to be independent Directors due to their participation in the Company’s share based remuneration scheme.
Role of the Nomination Committee
The Nomination Committee’s primary responsibilities will be to:
- keep under review the Board’s structure, size and composition, including diversity and the balance of independent and non-independent Non-Executive Directors, and make recommendations to the Board with regard to any changes required;
- ensure plans are in place for orderly succession to Board and senior management positions and oversee the development of a diverse pipeline for succession;
- keep under review the leadership needs of the organisation, both Executive and Non-Executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
- be responsible for identifying and nominating for the approval of the Board, candidates to Board vacancies as and when they arise;
- before any appointment is made by the Board, evaluate the balance of skills, knowledge, experience and diversity on the Board;
- review annually the time required from Non-Executive Directors; and
- make recommendations to the Board on the re-election by shareholders of Directors under the annual re-election provisions of the QCA Code or the retirement by rotation provisions in the Company’s Articles of Association.
Membership of the Audit Committee
The Audit Committee comprises four Non-Executive Directors. Alex Jarvis is Chair, with Dave Wilson, Carol Kane and Richard Flint as the other members. Richard Flint and Alex Jarvis are considered independent Directors. The Board is satisfied that the Committee has relevant recent financial experience.
Aims and focus of the Audit Committee
The general aims of the Audit Committee are to:
- increase shareholder confidence in, and the credibility and objectivity of, published financial information;
- ensure that the financial performance, position and prospects of the Group are properly monitored and reported on;
- assist the Board in meeting its financial reporting responsibilities and ensure that the Group’s published financial statements comply with all applicable statutory requirements and accounting standards;
- support the independent position of the Auditor by providing channels of communication between them and the Non-Executive Directors; and
- review the performance of the Auditor.
The Committee’s overall approach is focused on ensuring the Company’s remuneration policy is aligned with shareholders’ interests whilst also enabling the Company to attract, retain and motivate high quality executive management.
The key objectives of the Company’s remuneration policy are to:
- align Executive and shareholder interests;
- underpin an effective pay-for-performance culture; and
- support retention, motivation and recruitment of talented people.
Aims and focus of the Remuneration Committee
The Remuneration Committee understands the emphasis placed on, and the scrutiny of, executive pay, and as a newly listed company we have been focused on transitioning from a founder-led business into the listed environment.
This has included the development of new incentive plans and evolving the details on remuneration set out in our Admission Document into a full policy which supports the Company’s ambitious growth plans following admission to AIM, enables us to recruit, motivate and retain executives in a competitive sector and continues to encourage an entrepreneurial and high performance culture.
The four main elements of the remuneration package are base salary, benefits, a cash-based annual bonus and a long-term share incentive.
Membership of the Remuneration Committee
The Remuneration Committee comprises four Non-Executive Directors. Richard Flint is Chair, with Dave Wilson, Carol Kane and Alex Jarvis as the other members. Richard Flint and Alex Jarvis are considered independent Directors.