The Directors are committed to the highest standards of corporate governance and believe that we have a strong corporate governance track record, as demonstrated by our strong history of high calibre institutional shareholder representation on the Board, the sophisticated investors that have invested in our Group, and our establishment of audit and remuneration committees whilst a private company.
As a company with a standard listing, we will not be required to comply, or otherwise explain non-compliance, with the requirements of the Governance Code following Admission. However, the Board acknowledges the importance of good corporate governance and has decided, from Admission, voluntarily to comply with certain aspects of the Governance Code that the Board considers appropriate in light of the nature of our business and our strategy going forward.
The audit and risk committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing our financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of our internal audit, internal controls, whistleblowing and fraud systems in place. The audit and risk committee will meet as often as it deems necessary but in any case at least three times a year.
The audit and risk committee is chaired by Rick Medlock.
The nomination committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Company’s Directors, including the Chair, the Chief Executive Officer, and other senior executives. The nomination committee will meet as often as it deems necessary, but in any case at least twice a year.
The nomination committee is chaired by Claudia Arney and its other members are Rick Medlock and Simon Wolfson.
The remuneration committee determines the Group’s policy on executive remuneration, determines the levels of remuneration for Executive Directors, the Chair, the Company Secretary and members of the Company’s senior management and prepares an annual remuneration report for approval by the Shareholders at the annual general meeting. The Remuneration Committee will meet as often as it deems necessary, but in any case at least twice a year.
Rick Medlock and Simon Wolfson are members of the remuneration committee.
The Board has established a market disclosure committee in order to ensure timely and accurate disclosure of all information that is required to be so disclosed to the market to meet the legal and regulatory obligations and requirements arising from the listing of our securities on the London Stock Exchange, including the Listing Rules, the Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation.
The market disclosure committee will meet at such times as shall be necessary or appropriate, as determined by the Chair of the market disclosure committee or, in his or her absence, by any other member of the market disclosure committee. The market disclosure committee must have at least three members, at least one of which must be an Executive Director. The members of the market disclosure committee are Adam Miller (chair), Rick Medlock, Claudia Arney, Chantelle Zemba (General Counsel), and Joanna Hacking (Vice President – Finance).