The Board is committed to the highest standards of corporate governance. As of the date of this Prospectus and on and following Admission, 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 committee, a nomination committee and a remuneration committee. The Board has also established a risk committee and, if the need should arise, may set up, additional committees as appropriate.
The Governance Code recommends that at least half 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 three of the Directors are not independent, the Company will not at Admission comply with the recommendation of the UK Corporate Governance Code that at least half of the board of directors, excluding the chairman, should comprise non-executive directors. The Company intends to achieve full compliance with the UK Corporate Governance Code over time, including by way of the appointment of an additional Independent Non-Executive Director prior to 31 December 2018.
The Board considers its Independent Chairman, Independent Non-Executive Director and Senior Independent Director to bring strong judgment and considerable knowledge and experience to the Board’s deliberations.
The Governance Code recommends that the Audit Committee should comprise at least three members who are independent non-executive directors and should include one member with recent and relevant financial experience, and that the Audit Committee as a whole should have competence relevant to the sector in which the Company operates. The Audit Committee currently comprises two members, Richard Price and Roger Lovering, both of whom are Independent Non-Executive Directors, and the Company intends to appoint a third Independent Non-Executive Director once appointed to the Board. The Audit Committee is chaired by Richard Price. As a result, on Admission, the composition of the Audit Committee will not comply with the Governance Code. The Board believes this will not have an impact on the Group’s governance in practice and following the appointment of an additional Independent Non-Executive Director, as described above, the composition of the Audit Committee will fully comply with the Governance Code.
The Audit Committee meets at least four times a year at appropriate intervals to coincide with key dates in the financial reporting and audit cycle and at such other times as required.
The Audit Committee’s responsibilities include monitoring and reviewing the Group’s accounting procedures and internal financial controls (including the effectiveness of the internal audit provider); reviewing the effectiveness of the external audit process and making recommendations to the Board concerning the appointment, re-appointment and removal of the external auditor; considering the independence and objectivity of the external auditors; and reviewing and monitoring the content and integrity of the annual financial statements and any formal announcements relating to the Company’s financial performance before submission to the Board for approval.
The Governance Code recommends that the Remuneration Committee should comprise at least three members who are independent non-executive directors and that the chairman of the Company may be a member, but not chair, of the committee if he or she was considered independent on appointment as chairman. The Remuneration Committee is chaired by Stephan Wilcke and its other members are Richard Price and Roger Lovering. The Company intends to appoint a further Independent Non-Executive Director once appointed to the Board. As a result, on Admission the composition of the Remuneration Committee will not comply with the Governance Code. The Board believes this will not have an impact on the Group’s governance in practice. Following the appointment of an additional Independent Non-Executive Director, as described above, it is intended that such director will replace Stephan Wilcke as chairman of the Remuneration Committee at which point the composition of the Audit Committee will fully comply with the Governance Code.
The Remuneration Committee meets at least twice per year. Its responsibilities include advising the Board on developing an overall remuneration policy, including, amongst other things, setting the remuneration of the Group’s senior executives. The Remuneration Committee also has responsibility for the design of performance-related remuneration for senior management, including reviewing and proposing changes to share option schemes, bonus schemes and long-term incentive schemes. The Remuneration Committee makes recommendations to the Board where action or improvement is deemed appropriate within its areas of remit.
The Governance Code recommends that the majority of the members of the Nomination Committee should be independent non-executive directors. The Nomination Committee comprises four members: Stephan Wilcke, James Benamor, Richard Price and Roger Lovering. The Company intends to appoint a further Independent Non-Executive Director once appointed to the Board.
The Nomination Committee meets at least twice per year. Its responsibilities include reviewing and proposing changes to the structure, size and composition of the Board (including the skills, knowledge, independence, experience and diversity of its members). It is also responsible for, amongst other things, giving consideration to succession planning for the Directors and other senior executives. The Nomination Committee is also responsible for identifying and nominating candidates to fill Board vacancies as and when they arise, and to keep up to date and fully informed about strategic issues and commercial changes affecting the Group and the markets in which it operates, so as to best advise on the Group’s leadership needs.
The Risk Committee is chaired by Roger Lovering and its other members are Richard Price and Stephan Wilcke.
The Risk Committee meets at least four times per year. Its responsibilities include advising the Board on the Group’s overall risk appetite, tolerance and strategy and the risk exposures of the Group, reviewing reports from management and reviewing the Group’s risk assessment processes and procedures, internal controls, litigation reports and disaster recovery plans, among other matters, before reporting to the Board.
The Company has adopted, with effect from Admission, a code of securities dealings in relation to the Shares which is based on the requirements of the Market Abuse Regulation. The code adopted will apply to the Directors and other relevant employees of the Group.