Board Composition

The Board comprises seven members; the Non-Executive Chairman, three independent Non-Executive Directors and three Executive Directors. The Company regards all of the Non-Executive Directors, being, Gordon Hurst, Mary McNamara and Steve Weller as independent Non-Executive Directors for the purposes of the Code. All members of the board stand for re-election at every Annual General Meeting. 

Our Committees

As envisaged by the Code, the Board has established three committees: Audit, Remuneration and Nomination Committees, each with written terms of reference. If the need should arise, the Board may set up additional committees as appropriate. 

Audit Committee

The Audit Committee has responsibility for, among other things, the monitoring of the integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of external audit and financial control is maintained, including considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors and advising on the appointment of external auditors. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will meet at least three times a year at the appropriate times in the financial reporting and audit cycle. 

The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings together with requirements of any quorum for and the right to attend meetings. The responsibilities of the Audit Committee covered in its terms of reference include the following: internal and external audit, financial reporting, internal compliance policies and procedures (such as anti-bribery and corruption and anti-money laundering) and risk management. The terms of reference also set out the authority of the committee to carry out its responsibilities. 

In the case of a company that is below the FTSE 350, the Code recommends that the Audit Committee comprises at least two members who are both independent non-executive directors and one of whom has recent and relevant financial experience, and who are both independent in character and judgment and free from any relationship or circumstance which is likely to, or could appear to, affect their judgement. The Board considers that the Company complies with the requirement of the Code in that regard. The Audit Committee comprises three members, being the independent Non-Executive Directors: Gordon Hurst, Mary McNamara and Steve Weller. The Audit committee is chaired by Gordon Hurst who, as a Chartered Accountant and former Group Finance Director of Capita plc, is considered to have recent relevant financial experience. 

Audit Committee Terms  of Reference

Remuneration Committee

The Remuneration Committee has responsibility for determination of specific remuneration packages for each of the Executive Directors and certain senior executives of the Group, including pension rights and any compensation payments, and recommending and monitoring the level and structure of remuneration for senior management, and the design of, and criteria for, performance-related pay schemes. It will meet at least two times a year. The Remuneration Committee will also produce an annual remuneration report to be approved by the members of the Company at the annual general meeting. 

The responsibilities of the Remuneration Committee covered in its terms of reference include the following: determining and monitoring policy on and setting levels of remuneration, termination, performance-related pay and pension arrangements for Executive Directors and senior management, reporting and disclosure, share incentive plans and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities. 

In the case of a company that is below the FTSE 350, the Code recommends that the Remuneration Committee comprises at least two members who are both independent non-executive directors, independent in character and judgment and free from any relationship or circumstance which is likely to, or could appear to, affect their judgement. The Board considers that the Company complies with the requirement of the Code in that regard. The Remuneration Committee comprises three members, all of whom are independent Non-Executive Directors: Gordon Hurst, Mary McNamara and Steve Weller. The Remuneration committee is chaired by Mary McNamara. 

Remuneration Committee Terms of Reference

Nomination Committee

The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary, taking into account the skills and expertise that will be needed on the Board in the future. The Nomination Committee’s terms of reference deal with such things as membership, quorum and reporting responsibilities. The Nomination Committee will meet at least twice a year. 

The Code recommends that a majority of the members of the Nomination Committee should be independent non-executive directors, independent in character and judgment and free from any relationship or circumstance which is likely to, or could appear to, affect their judgement. The Board considers that the Company complies with the requirement of the Code in that regard. The Nomination Committee comprises five members: the CEO (Mark Carpenter), three Non-Executive Directors, Gordon Hurst, Mary McNamara and Steve Weller, and the Non-Executive Chairman, Mark Morris. The committee is chaired by Mark Morris.

Nominations Committee Terms of Reference