The Directors recognise the importance of sound corporate governance and acknowledge that, although compliance with the UK Corporate Governance Code (the ‘Code’) is not compulsory for AIM listed companies, the Board draws upon best practice available and seeks to comply with those aspects of the Code that are considered to be relevant to the extent appropriate and practical given the Group’s size and stage of development.
The Board is responsible to shareholders for the proper management of the Group.
The Board comprises 7 Directors, 4 of whom are non-executive. The Board is chaired by Charles Spicer who, together with John Bradshaw and Tim Sharpington, is considered to be independent of the Executive Directors and free from any relationship which could materially affect the exercise of their independent judgement.
Non-Executive Directors receive a fee for their services. Mark Warne’s fees are paid to IP Group plc as his employer.
The Board has at least 6 scheduled meetings during the financial year. The Board has agreed terms that are reserved for its consideration including the Group’s strategy, budgets, financial reporting, and internal controls, together with the monitoring of the progress to achieve its goals.
The Board has established Audit and Remuneration Committees with agreed terms of reference which set out the delegated duties and responsibilities.
The Audit Committee is chaired by John Bradshaw. Tim Sharpington and Mark Warne are members of the Committee.
The terms of reference of the Audit Committee include the following responsibilities:
- Monitoring the integrity of the Group’s financial statements
- Application of accounting policies
- Reviewing the effectiveness of the Group’s internal control and risk management systems
- Oversight of the Group’s external auditors
The Remuneration Committee is chaired by Tim Sharpington. John Bradshaw and Mark Warne are members of the Committee. The terms of reference of the Remuneration Committee include the following responsibilities:
- Determine and agree with the Board the framework or broad policy for the remuneration of the Executive Directors and other such members of the executive management as it is designated to consider
- Approve the design of, and determine targets for, any performance-related pay schemes and approve the total annual payments made under such schemes
- Approve all long term incentive scheme structures and option schemes
- Approve all option grants prior to ratification by the Board
- Determine the base salary, performance related remuneration package of each Executive Director including, where appropriate, bonus and share options
Risk management and control
The Board has responsibility for the oversight of the Group’s operations ensuring:
- Competent and prudent management
- Sound planning
- Adequate system of internal control
- Adequate and accurate accounting records
- Compliance with statutory and regulatory obligations
The Group’s internal controls are designed to manage business risk and provide reasonable but absolute assurance against material misstatement of loss. The Board reviews the effectiveness of the Group’s systems, policies and procedures through an awareness and consideration of the business risks that could affect the Group.
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