Corporate Governance Statement
The Board is committed to high standards of corporate governance and business integrity in all of its activities. The Directors acknowledge the importance of the principles set out in the Finance Sector Code of Corporate Governance issued by the Guernsey Financial Services Commission (the “Code”). Whilst there is no regulatory requirement for the Company to adhere to the Code, the Directors have adopted the Code as far as they consider appropriate for the size and nature of the Company and, in their opinion, the Company has complied fully with the principles set out in the Code since listing on TISE on 31 May 2019.
Board Composition and Role
The Board comprises six Directors, three of whom are Executive Directors (including the Chairman) and three of whom are Non-Executive Directors. Details of the individual Directors and their biographies can be found here.
The Board meets regularly to consider strategy, performance, risk and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely reports as well as direct access to any information on request. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.
The Board has established a number of committees to which it delegates certain authorities. These committees are:
Audit committee: responsible for reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant; considering annual and interim accounts and audit reports; considering the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications. This committee meets three times per year and is chaired by Stephen Harrison;
Remuneration committee: responsible for the Company’s remuneration policy and for reviewing and recommending Directors’ remuneration, bonuses and incentives. This committee is chaired by Tom Scott; and
Nominations committee: responsible for identifying suitable candidates to be appointed as Directors as and when a vacancy may arise. This committee only meets as required.
The audit, remuneration and nominations committees are made up of the three Non-Executive Directors, with Executive Directors in attendance as required.
Principal Risks and Uncertainties
The Group’s business activities are subject to risk factors, both specific to its business activities and of a more general nature, which may individually or cumulatively, materially and adversely affect its business, operations and financial performance. Many of these risks are outlined in the Company’s listing document available on its TISE web page and these risks are regularly reviewed by the Board along with specific ongoing risks such as COVID-19.
The Company places a great deal of importance on communicating clearly and openly with its shareholders and providing transparent and adequate information to assist them in making informed decisions. The Company releases announcements to the market in accordance with TISE’s listing rules and uses the interim and annual reports to provide further information to current and prospective shareholders. In addition, the Executive Chairman remains available for contact with the Company’s investors throughout the year and is responsible for ensuring that shareholders’ views are communicated to the wider Board.