The Board comprises a Non-Executive Chairman, one Non-Executive Director and two Executive Directors. The Non-Executive Director and Chairman are independent of the executive management. The Executive Directors and the subsidiary’s senior management meet regularly to review and consider operational matters.
The Board’s responsibilities include setting annual budgets, reviewing trading performance, approving significant capital expenditure, ensuring adequate funding, setting and monitoring strategy, examining major acquisition possibilities and reporting to shareholders. Between meetings there is regular informal discussion between the Chairman, Chief Executive, Group Finance Director and Non-Executive Director. The Non-Executive Director and the Non-Executive Chairman have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully considered.
The Chairman’s primary responsibility is to facilitate Board discussion on the key drivers for value creation and risk management with the business as well as the effective running of the Board.
The Executive Directors have day to day responsibility of the business operations alongside the subsidiary Company Directors, which also includes engagement with shareholders and stakeholders and Company secretarial matters. The Company will continue to evolve its governance matters in line with the Company’s plans for growth.
Following admission to AIM, the Board established an audit committee and a remuneration committee, each of which operates within defined terms of reference.
The audit committee is chaired by David Buffham. The other member is Tudor Davies, the Non-Executive Chairman. The audit committee meetings are also attended, by invitation, by the other Directors. The committee provides a forum for reporting by the Group’s external auditors.
The audit committee is responsible for reviewing a wide range of matters including the half year and annual financial statements before their submission to the Board and monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The audit committee advises the Board on the appointment of external auditors and on their remuneration both for audit and non-audit work and discusses the nature, scope and results of the audit with the auditors.
The audit committee keeps under review the cost effectiveness of the auditors. It also reviews the extent of the non-audit services provided by the auditors and reviews with them their independence and objectivity. The Chairman of the audit committee reports the outcome of audit committee meetings to the Board and the Board receives minutes of the meetings. There has previously been no Audit Committee report presented in the Annual Report and Financial Statements, but the Board and the Board will include this in the 2018 report.
The remuneration committee is chaired by David Buffham, the Independent Non-Executive Director. The other member is Tudor Davies, the Non-Executive Chairman. The committee is responsible for determining the remuneration for the Executive Directors and the subsidiary Directors. The committee determines the contract terms, remuneration and other benefits for each of the Executive Directors, including performance related bonus schemes, pension rights and compensation payments.
The Board determines the remuneration of the Chairman and the Non-Executive Director. The Remuneration Committee Report is shown in the 2017 Annual Report and Financial Statements on pages 26-28.
The Board feels that given the size and structure of the Company there is no need for a Nominations Committee and collectively considers the responsibilities of a Nominations Committee instead.
The Company has appropriate policies and procedures in place to guard against insider trading by employees, including Directors and is mindful of its responsibilities under the Market Abuse Regulation.