The Directors acknowledge the importance of the principles set out in the QCA Corporate Governance Code.
The Directors intend to adhere to the QCA guidelines which have become a widely recognised benchmark for corporate governance of smaller quoted companies, particularly AIM companies. Contrary to the Corporate Governance Code, Alan Sellers will be Executive Chairman since the Board considers this to be appropriate in the immediate future as he has driven the strategy of the Group. A senior independent Non-Executive Director, Christopher Houghton, has been appointed to deal with shareholder related matters.
We have formally adopted the QCA Corporate Governance Code and our disclosures against each of the principles can be found in the QCA Code pdf here.
The Company will, upon Admission, have established audit, remuneration and risk and regulation Committees comprised solely of independent non-executive Directors although certain senior management are likely to attend key committees
The Audit Committee is chaired by Roger Barlow and its other members are Christopher Houghton and Richard Pratt, each of whom is an independent non-executive Director. The Audit Committee is expected to meet formally at least two times a year and otherwise as required. It will have the responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.
Risk and Regulation Committee
The Risk and Regulation Committee is chaired by Richard Pratt and its other members are Roger Barlow, Elizabeth Sands and Christopher Houghton. The business of the Group is regulated by the SRA and it also offers insurance and credit hire products which need to be monitored to ensure regulatory observance. The Committee will also ensure that there is a robust process in place for identifying, managing, and monitoring risks to the Group, and will assess the risk profile of the Group and how the risks arising from the Group's businesses are controlled, monitored and mitigated by management. The Committee will be assisted by Dawn O'Brien, Bond Turner Director, in ensuring regulatory compliance.
The Remuneration Committee is chaired by Christopher Houghton and its other members are Richard Pratt and Elizabeth Sands, each of whom is an independent non-executive Director. The Remuneration Committee is expected to meet as required. It will have responsibility for determining, within the agreed terms of reference, the Company's policy on the remuneration packages of the Company's chairman, the executive Directors, senior managers and such other members of the executive management as it is designated to consider. The Remuneration Committee will also have responsibility for determining (within the terms of the Company's policy and in consultation with the chairman of the Board and/or the chief executive officer as appropriate) the total individual remuneration package for each executive director and other designated senior executives (including bonuses, incentive payments and share options or other share awards). The remuneration of non-executive directors will be a matter for the chairman and executive directors of the Board. No director or manager will be allowed to partake in any discussions as to their own remuneration. In addition, the Remuneration Committee will have the responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. It will also have responsibility for recommending new appointments to the Board.