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Board Committees

The Board has established the following Committees to oversee certain important areas in more detail:

  • Audit committee
  • Nomination committee
  • Remuneration committee

 Details of the membership, roles and responsibilities and defined terms of reference of the committees can be found below.

The Committees are authorised to engage the services of external advisers as they deem necessary in the furtherance of their duties at the Company’s expense.

Richard Last

Richard joined the Company in 2008 as a Non- Executive Director and was appointed Chairman of the Group later that year. He has over 20 years’ senior experience in information technology having worked at Board level for a number of publicly quoted and private companies in the technology sector.  Read more

Roger McDowell

Roger joined the Group as a Non- Executive Director on the 24 October 2013. The early part of Roger’s career was spent as CEO of an independent distribution business, growing the company both organically and by acquisition, then leading the business through a main market listing.  Read more 

Audit Committee

Membership

  • Roger McDowell (Chairman) (appointed 2013)
  • Richard Last (appointed 2008)

The Chief Executive officer and Chief Financial Officer attend meetings of the Audit Committee by invitation.

Committee role and responsibilities

The Audit Committee gives due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules. The Audit Committee assists the Board in discharging its responsibilities with regard to:

  • Financial reporting, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements. The Board has also requested that the Committee advise them in ensuring that the financial statements, when taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s performance, business model and strategy. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains .with the Board.
  • External auditors, including reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors and reviewing the effectiveness of the external audit process.
  • Internal audits and controls, including reviewing the effectiveness of the Group’s internal control review function.

Read the full terms of reference  for the committee

Nomination Committee

Membership

  • Richard Last (Chairman) (appointed 2008)
  • Roger McDowell (appointed 2013)

Committee role and responsibilities

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement Directors and committee members and makes appropriate recommendations to the Board on such matters.

Read the full terms of reference for the committee.

Remuneration Committee

Membership

  • Roger McDowell (Acting Chairman) (appointed 2013)
  • Richard Last (appointed 2008)

Committee role and responsibilities

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over- arching principles, parameters and governance framework of the Group’s remuneration policy and determining the remuneration and benefits package of each of the Executive Directors and the Company Secretary and providing guidance on the remuneration of the senior management group. The Remuneration Committee also ensures compliance with the UK Corporate Governance Code in relation to remuneration wherever possible.

Read the full terms of reference for the committee.