The Board is committed to the highest standards of corporate governance. The Board is collectively responsible for the long term success of the Group. The business of the Group is managed by the Board who may exercise all the powers of the Company. The Board delegates certain matters to the Board committees, and delegates the detailed implementation of matters approved by the Board and the day-to-day operational aspects of the business to its senior management.
The Corporate Governance Code 2018 (the “Code”) recommends that at least half the board of directors of a company, excluding the Chair, should comprise non-executive directors whom the board considers to be independent. At 7 December 2022, the Board comprised the Chair, the CEO, the CFO, the COO, a non-executive director appointed by the Major Shareholder, a senior independent non-executive director and two independent non-executive directors.
As envisaged by the Code, the Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee.
The Audit Committee will meet at least 3 times per year and assist the Board in discharging its responsibilities with regard to: financial reporting; external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statement, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process; and reviewing the effectiveness of the Group’s internal audit, internal controls, whistleblowing and fraud systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee is also responsible for overseeing financial risk, controls and operational (including information technology) risks, with responsibility for other areas of risk remaining with the Board.
All members of the Audit Committee are independent non-executive directors. The Audit Committee is chaired by Kristel Volver and its other members are Ed Williams and Jurgita Kirvaitienė.
The Nomination Committee will meet at least twice year and assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as directors or committee members as the need may arise.
The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, and retirements and appointments of additional and replacement directors and committee members and will make appropriate recommendations to the Board on such matters.
The Nomination Committee is chaired by Trevor Mather and its other members are Ed Williams, Kristel Volver, Jurgita Kirvaitienė and Tom Hall (acting as representative director of the Major Shareholder).
The Remuneration Committee will meet at least 3 times a year and assists the Board in determining its responsibilities in relation to executive directors’ remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Executive Directors, the Chair and members of the executive management team (being the first layer of management below the level of the Board and reporting to the CEO, including the Company Secretary).
The Remuneration Committee is chaired by Ed Williams (who has previously served on a remuneration committee for at least 12 months) and its other members are Kristel Volver, Jurgita Kirvaitienė and Trevor Mather. In addition, pursuant to the Relationship Agreement, the Major Shareholder’s representative director (being Tom Hall at Admission) is entitled to attend meetings of the Remuneration Committee as an observer.