Corporate Governance

The Quoted Companies Alliance (QCA) Code

The Directors share the view that sound governance is fundamental to the successful growth of the business. The Board has decided to apply the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), we concur with the QCA’s statement that “good governance is one of the foundations of a sustainable corporate growth strategy” and commit ourselves to compliance with these principles.

QCA Code Principles 4, 5, 6, 7 and 9

Audit Committee

The Audit Committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The Audit Committee monitors the need for an internal audit function.

The Audit Committee comprises two members, James Wilson and its Chair John Stansfield. The Audit Committee meets at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee terms of reference can be viewed below.

Remuneration and Nomination Committee

The Board has taken the decision to expand the schedule of matters it has delegated to its Remuneration Committee, to include matters which are typically within the remit of a nomination committee. Its terms of reference were revised accordingly, and the Committee was renamed the Remuneration and Nomination Committee.

The Remuneration and Nomination Committee is responsible for ensuring that the Company’s Chairman, Executive Directors and senior management are fairly rewarded for their contributions to the Company’s performance and to ensure that their remuneration is commensurate with their duties and responsibilities. The Committee will ensure that the Company provides the remuneration packages needed to attract, retain and motivate Directors. The Committee considers and determines the remuneration of individual directors of the Company in accordance with the remuneration policy of the Company.

The Remuneration and Nomination Committee comprises two members, John Stansfield and its Chair James Wilson. The Remuneration Committee meets at least once a year and otherwise as required. The Remuneration and Nomination Committee terms of reference can be viewed below.

The Board intends to keep all of the Company’s governance arrangements under review over the next 12 months to ensure that they are relevant and evolve as the Group continues to develop.

Matters reserved for the Board

The Board Schedule of Matters of the Company sets down those powers reserved for the full Board of the Company and which are not delegated to the Company’s Executive Directors. The list contains some matters which the Board cannot, as a matter of law, delegate. The Board may, however, appoint committees as it thinks fit to exercise certain of its powers.

Specific areas of delegation are set out in the terms of reference for the Audit Committee and Remuneration Committee.

The following list is a summary of matters that require approval of the Board:

  • overall management of the business;
  • developing the Company’s strategy, business planning, budgeting and risk management;
  • monitoring performance against agreed objectives;
  • setting the business’ values, standards and culture;
  • internal control and risk management;
  • remuneration;
  • membership and chairmanship of Board and Board Committees;
  • relationships with shareholders and other stakeholders;
  • determining the financial and corporate structure of the business;
  • major investment and divestment decisions, [for example the strategic global partnership with Warner Bros];
  • the Company’s compliance with relevant legislations and regulations; and
  • other ad hoc matters such as the approval of the Company’s principal advisors.