Board Committees

In accordance with best practice, the Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee. The Terms of Reference for each Committee can be downloaded below in the respective Committee section.

The Audit Committee has been chaired by Elona Mortimer-Zhika since her appointment to the board in September 2020. The other members of the Committee are Simon Downing and Adrian Gill. The Committee meets at least three times per year and otherwise as required, and it has unrestricted access to the Company's auditor.

The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is accurately measured and reported on. It receives and reviews reports from the Company's management relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company.

The Committee also reviews the content of the Annual Report and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy.

Terms of Reference

The Nomination Committee is chaired by Gareth Helm, the other members of the committee are Paul PIndar and Simon Downing. The Committee meets at least twice a year and otherwise as required.

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board, performance of Board members, induction of new Directors, appointment of Committee members and succession planning for senior management.

The Committee is responsible for evaluating the balance of skills, knowledge, diversity and experience on the Board, the size, structure and composition of the Board, and retirements and appointments of additional and replacement Directors, and makes appropriate recommendations to the Board on such matters. It also prepares a description of the role and capabilities required for a particular appointment.

Terms of Reference

The Remuneration Committee is chaired by Simon Downing, and its other members are Paul Pindar, Adrian Gill and Gareth Helm . The Committee meets at least twice a year and otherwise as required.

The Remuneration Committee reviews the performance of the Executive Directors and senior management and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the Non-Executive Directors of the Company are set by the Board.

The Non-Executive Directors do not have any personal interest in the matters to be decided by the Remuneration Committee, or any potential conflicts of interest arising from cross-directorships or day-to-day involvement in the running of the Company. The Executive Directors and other senior personnel may be invited to attend meetings when appropriate to provide advice. However, no Director will be present or will take part in discussions concerning their remuneration.

Terms of Reference

Read our Annual Report 2022 here.