Corporate Governance

Board and Governance

The Board is committed to high standards of corporate governance, and has chosen to comply with the QCA Corporate Governance Code (the Code). We have based our corporate governance framework on its main principles. The Chairman’s Statement on Corporate Governance is outlined below and details the extent of our compliance with Code. We review our corporate governance arrangements regularly.

The Audit Committee

The Audit Committee has two members, Giorgio Beretta (Chair) and Nic Hellyer. Anthony Reeves and Raffaele Boccardo have agreed to step down from the Committee pending the appointment of full-time Executive Directors. The Committee is responsible for reviewing and reporting to the Board on financial reporting, internal control and risk management, and for reviewing the performance, independence and effectiveness of the external auditors in carrying out the statutory audit. The Committee advises the Board on the statement by the Directors that the Annual Report when read as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy.

The Committee’s main responsibilities can be summarised as follows:

  • to review the Company’s internal financial controls and risk management systems;
  • to monitor the integrity of the financial statements and any formal announcements relating to the Group’s financial performance, reviewing significant judgements contained in them;
  • to make recommendations to the Board in relation to the appointment of the external auditors and to recommend to the Board the approval of the remuneration and terms of engagement of the external auditors;
  • to review and monitor the external auditors’ independence and objectivity, taking into consideration relevant UK professional and regulatory requirements;
  • to develop and implement policy on the engagement of the external auditors to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external auditors; and
  • to report to the Board, identifying any matters in respect of which it considers that action or improvement is needed, and to make recommendations as to steps to be taken.

The Audit Committee meets not less than twice a year.

The Remuneration Committee

The Remuneration Committee has two members, Nic Hellyer (Chair) and Giorgio Beretta. Anthony Reeves and Raffaele Boccardo have agreed to step down from the Committee pending the appointment of full-time Executive Directors. The Remuneration Committee is responsible for determining the Remuneration Policy for the Executive Directors and other members of senior management, and for overseeing the Company’s long-term incentive plans. The Board as a whole is responsible for determining Non-Executive Directors’ remuneration.

The Remuneration Committee meets not less than twice a year.

2019 AGM Votes – 2019-09-27 (PDF, 430KB)
Download Chairman’s Corporate Governance Statement – 2018-09-27 (PDF, 733KB)
Download remuneration committee terms of reference – 2017-05-22 (PDF, 264KB)
Download audit committee terms of reference – 2017-05-22 (PDF, 371KB)

Visit The Board of Directors Page

Updated: 27 September 2018