The Board currently comprises one executive and four non-executive directors. The Company does not regard any of its executive or non-executive directors as independent. As a consequence of the Ordinary Shares being admitted to trading on the Standard segment of the Official List, the UK Corporate Governance Code published by the Financial Reporting Council. However, the Directors recognise the importance of good corporate governance and have considered the principles and recommendations set out in the Code. Accordingly the Company intends to voluntarily comply with the Code, save to the extent that:
- Adonis Pouroulis, as Non-Executive Chairman and Majority Shareholder, cannot be considered to be independent;
- There are no established guidelines requiring specific matters to be subject to the decision of the full Board;
- The Non-Executive Directors do not currently meet with the Chairman to approve his performance;
- The Board does not undertake a formal annual review and evaluation of its own performance or those of the Remuneration, Nomination, Audit or Health, Safety and Environment Committees or the individual Directors.
The Board oversees the performance of the Group’s activities. It comprises experienced board members who have held senior positions in a number of public and private companies. The Board is responsible to Shareholders for the proper management of the Group. The Non-Executive Directors have particular responsibility to ensure that the strategies proposed by the Executive Director(s) are carefully considered.
The Board intends to meet regularly throughout the year. Prior to such meetings taking place, an agenda and board papers will be circulated to the Directors so that they are adequately prepared for the meetings.
To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information.
There is no agreed formal procedure for the Board (or members thereof) to seek independent professional advice but, pursuant to their letters of appointment, the Non-Executive Directors may, where appropriate, take independent professional advice at the Group’s expense.
Any director appointed to the Board by the directors will be subject to election by the Shareholders at the first AGM after his/her appointment. Under the Articles, all directors submit themselves for re-election every three years at the Company’s Annual General Meeting.
The composition of the Board will be reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience. The Articles provide that the number of directors that may be appointed cannot be fewer than two. Two directors present at a board meeting will constitute a quorum.
The deliberations of the various committees referred to below, do not reduce the individual and collective responsibilities of Board members with regard to their fiduciary duties and responsibilities, and they must continue to exercise due care and judgement in accordance with their statutory obligations.
These terms of reference are subject to the provisions of the Articles and any other applicable law or regulatory provision in force in Guernsey, and the Listings Rules.
The Company’s Board committees are constituted as follows:
|Audit Committee||Robert Sinclair||Alexander Lowrie
|Remuneration Committee||Robert Sinclair||Shawn McCormick
|Nomination Committee||Adonis Pouroulis||Alexander Lowrie
& Environment Committee
|Shawn McCormick||Martin Eales
The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Robert Sinclair and its other members Alexander Lowrie and Adonis Pouroulis. The Audit Committee will meet not less than two times a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. It will also keep the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes under review.
The Remuneration Committee is chaired by Robert Sinclair and its other members are Adonis Pouroulis and Shawn McCormick. It is expected to meet not less than two times a year. The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Group’s policy on the remuneration of senior executives and specific remuneration packages for executive directors and the nonexecutive chairman. The remuneration of non-executive directors is a matter for the Board. No director may be involved in any discussions as to their own remuneration.
The Nomination Committee is chaired by Adonis Pouroulis and its other members are Alexander Lowrie and Shawn McCormick. The Nomination Committee is expected to meet at least once per year. The Nomination Committee is responsible for reviewing, within the agreed terms of reference, the structure, size and composition of the Board, undertaking succession planning, leading the process for new Board appointments and making recommendations to the Board on all new appointments and re-appointments of existing directors.
Health, Safety and Environment Committee
The Health, Safety and Environment Committee develops and reviews the Group’s framework, policies and guidelines on safety, health and environmental management, monitor key indicators on accidents and incidents within the Group’s operations and consider developments in relevant safety, health and environmental practices and regulations.
The Health, Safety and Environmental Committee is chaired by Shawn McCormick. The other members of the committee are Martin Eales and Alexander Lowrie. It is intended that the committee will meet at least two times per year.
In addition to the Audit, Remuneration, Nomination and Health, Safety and Environment Committee which have formally delegated duties and responsibilities within written terms of reference the Board may set up additional Committees as appropriate.
Share Dealing Policy
The Company will adopt, on Admission, a share dealing policy requiring all Directors and senior executives to obtain prior written clearance from either the Chairman or the Chief Executive Officer to deal in linked shares. The Chairman requires prior written clearance from the Chairman of the Audit Committee. Closed periods (as defined in the share dealing policy) are observed as required by MAR and other rules that apply to the Company which its shares are listed. During these periods, the Company’s directors, executives and inside employees are not permitted to deal in the Company’s securities. Additional closed periods are enforced when the Company or its applicable employees are in possession of inside information.
On Admission, the Company will adopt an Anti-Bribery Policy and implement anti-bribery procedures, which will apply to the Group and all its officers and staff anywhere in the world. The policy and procedures have been developed following an assessment of the risks applicable to the Group’s business and include a process for reporting suspicious conduct, financial limits on gifts and hospitality, procedures for financial record-keeping and for dealing with contracts with third parties, and a prohibition on charitable or political donations without Board approval.
Shawn McCormick will be appointed as the Group’s Anti-Bribery Officer and will oversee the day-to-day operation of the Anti-Bribery Policy and procedures. The Board will also regularly review the operation of the Anti-Bribery Policy and procedures and the Anti-Bribery Officer will report to the Board on any specific issues that may arise.
All personnel will receive a guidance booklet and training in relation to the Group’s Anti-Bribery Policy and procedures.
The Anti-Bribery Officer will also undertake due diligence on third parties that are to be engaged by the Group to do business on its behalf. The Group will expect such third parties to take account of the Anti-Bribery Policy and to act in accordance with its provisions.