The Board has the ultimate responsibility for ensuring that the Company is managed effectively and in the best interests of the shareholders, customers, employees and other stakeholders. The Board meets regularly and provides direction, oversight and detailed review/challenge of the Group’s business.
The Board will comply with the UK Corporate Governance Code (the “Governance Code”) published in April 2016 by the Financial Reporting Council except as set out below. As envisaged by the Governance Code, the Board has established an audit and risk committee, a nomination committee and a remuneration committee, details of which are set out below.
The Board consists of Executive and Non-Executive Directors, an Independent Chairman, a Senior Independent Non-Executive Director, and Independent Non-Executive Directors.
The Board considers its Independent Non-Executive Directors and Senior Independent Director to bring strong judgment and considerable knowledge and experience to the Board’s deliberations. The Company is satisfied that John Schwarz, Warren Finegold, Ulf Claesson and Erwin Gunst are independent as defined in the Corporate Governance Code and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. The Board also considers that John Schwarz, the Chairman, was independent upon appointment, in line with the Governance Code.
The Governance Code recommends that at least half of the board of directors of a UK-listed company, excluding the chairman, should comprise non-executive directors determined by the board to be independent in character and judgment and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgment. As six of the Directors are not independent, the Company will not at Admission comply with the recommendation of the UK Corporate Governance Code. However, the Company intends to achieve full compliance with the UK Corporate Governance Code over time.
The audit and risk committee is chaired by Erwin Gunst and its other members are Ulf Claesson and Warren Finegold.
The audit and risk committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, whistleblowing, cybersecurity controls and readiness and fraud systems in place within the Group.
The Board considers that the Company complies with the requirements of the Governance Code that all members of the audit and risk committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment and that one such member has recent and relevant financial experience.
The nomination committee is chaired by Warren Finegold and its other members are John Schwarz and Erwin Gunst.
The nomination committee assists the Board in reviewing the structure, size, performance and composition of the Board. It is also responsible for reviewing succession plans for the Directors, including the Chairman and Chief Executive and other senior executives.
The Board considers that the Company complies with the requirements of the Governance Code that a majority of the nomination committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment.
The remuneration committee is chaired by Ulf Claesson, and its other members are John Schwarz and Warren Finegold.
The remuneration committee recommends the Group’s policy on executive remuneration, determines the levels of remuneration for Executive Directors, the Chairman and other senior executives, grants awards under the Group’s incentive plans and prepares an annual remuneration report for approval by the Shareholders at the annual general meeting.
The Board considers that the Group complies with the requirements of the Governance Code that all members of the remuneration committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment.