Corporate Governance

David Wilton chairs the Audit Committee. Its other members are Deborah Kemp, Joanne Shaw and Richard Gray. All members are fully independent. David has a wealth of experience in senior finance roles including in listed companies. The Board considers that members of the Audit Committee have recent and relevant financial expertise, and that the Committee as a whole has competence relevant to the sector in which the Company operates.

The Audit Committee’s duties primarily concern financial reporting, internal control and risk management systems, whistleblowing procedures and internal audit and external audit arrangements (including auditor independence).

Deborah Kemp chairs the Remuneration Committee. It’s other members are David Wilton, Joanne Shaw and Richard Gray. All members are fully independent.

The Remuneration Committee has delegated responsibility for designing and determining remuneration for the Chair, the Executive Directors and the next level of senior management, as well as the Company Secretary.

Richard Gray chairs the Nomination Committee. Its other members are David Wilton, Deborah Kemp and Joanne Shaw. All members are fully independent.

The Nomination Committee is responsible for reviewing the structure, size and composition, including skills, independence, knowledge and experience, of the Board. It is also responsible for the co-ordination of the annual evaluation of the performance of the Board and of its Committees, and for ensuring appropriate succession plans are in place. Given the size of the Group and the Company’s AIM listing, the Board does not believe external evaluation of the Board to be appropriate. All Directors engage in the internal evaluation and appropriate action is taken in light of the assessment. The Committee is responsible for making recommendations to the Board on all Board appointments and on the succession plans for both Executive Directors and Non-Executive Directors.