Introduction to Governance

The Group continues to implement a robust governance structure to ensure compliance with the Code.

The following are some key highlights:

  • The Board comprises a majority of independent Non-executive Directors, of which there are three including me as Non-executive Chairman (deemed independent on appointment), and two Executive Directors. However, following the resignation of the Chief Executive Officer (“CEO”) in October 2017 and because of the small size of the Executive Board, I became Executive Chairman so as to be fully involved in the day-to-day running of the business, including the recruitment of a replacement CEO, until Rob Pitcher joined the Group in June 2018. Therefore, during the period between 17 October 2017 and 25 June 2018, the Board did not comprise a majority of independent Directors, having two Executive Directors and two Non-executive Directors, but in the circumstances the Board judged that my stepping up to the role of Executive Chairman for a short-term period was in the best interests of the Group and its stakeholders.

  • Each Non-executive Director has a proven track record in business at a high level and has expertise of relevance to the Company.

  • The Board and its Committee structure, as required for a listed company, have been implemented. The Audit Committee is required to fully comprise Non-executive Directors but I continued to be an active member of the Committee during the period when I was Executive Chairman and therefore the Group was not in compliance with this element of the Code during the period 17 October 2017 to 25 June 2018, during which time the Audit Committee met 3 times. The Non-executive Directors have provided critical challenge and support to the areas of the Group which they believe are of particular importance.

  • We review regularly, and implement as necessary, any developments in corporate governance best practice and seek to apply them appropriately.

Keith Edelman

2 October 2018