The Company observes the requirements of the Financial Reporting Council's UK Corporate Governance Code July 2018 ("Code"). The Board is committed to sound corporate governance and has adopted the Code. The Code can be found at www.frc.org.uk.
The Directors recognise the value of the Code and endeavour to take the necessary measures to ensure that the Company complies, taking into account the Company’s size and the nature of its business. The Governance Report, contained within our Annual Report and Accounts, sets out in broad terms how we comply at this point in time and sets out the reasoning where we are not compliant.
The Company has an established Remuneration Committee, Audit and Risk Committee and a Nomination Committee with formally delegated duties and responsibilities.
The Remuneration Committee comprises Andrea Davies, as chair, and David Lindsay and meets at least twice each year. The Remuneration Committee is responsible for the review and recommendation of the scale and structure of remuneration for Directors and any senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and other stakeholders. View the Remuneration Committee Terms of Reference.
The Audit and Risk Committee comprises David Lindsay, as chair, and Andrea Davies and meets at least twice a year. The Audit and Risk Committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit and Risk Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company. View the Audit and Risk Committee Terms of Reference.
The Nomination Committee comprises David Montgomery, as chair, David Fordham, David Lindsay and Andrea Davies. The Nomination Committee shall lead the process for Board appointments and make recommendations to the Board. The Nomination Committee shall evaluate the balance of skills, experience, independence and knowledge on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee shall meet as and when necessary. View the Nomination Committee Terms of Reference.
The Company has adopted, with effect from Admission, a share dealing policy regulating trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on the Official List (particularly relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company endeavours to take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing policy.
The Company is a member of IPSO and is committed to adhering to the Editors’ Code of Practice. Submissions by the Group are available on the IPSO website.
Policies and Documents:
Articles of Association
Anti-Bribery and Corruption Policy
Corporate Social Responsibility Policy
Data Protection Policy
Equality & Diversity Policy
Insider Dealing & MAR Policy
Securities Dealing Code
Whistleblowing Policy
Gender Pay Reporting
