The Board is committed to good corporate governance and, so far as appropriate given the Company’s size and the constitution of the Board, intends to comply with the QCA Guidelines on Corporate Governance (“QCA Guidelines”).

The Board is responsible for maintaining a strong system of internal controls to safeguard shareholders’ investments and the Group’s assets and for reviewing its effectiveness.

The Audit Committee comprised of Ed McDermott, Mark Connelly and Robert Wrixon.  It meets at least twice a year to consider the integrity of the financial statements of the Group, including its annual and interim accounts, the effectiveness of the Group’s internal controls and risk management systems, auditor reports, and terms of appointment and renumeration for the auditors.

The Remuneration Committee performs both remuneration and nomination functions and comprises of Mark Connelly and Ed McDermott.  It meets as and when required.  The purpose of the remuneration function is to ensure that executive directors and fairly rewarded for their individual contributions to the overall performance of the Group, to determine all elements of the remuneration of the executive directors and to demonstrate to the Group’s shareholder that the remuneration of the executive directors is set by a Board committee whose members have no personal interest in the outcome of the committee’s decision and who will have appropriate regard to the interests of the shareholders.

As at the date of the Re-Admission Document the Board has adopted a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities (comprising only the Directors at the date of the Re-Admission Document) shall comply with the share dealing code from the date of Admission.

 

Audit Committee
The Audit Committee comprised of Ed McDermott, Mark Connelly and Robert Wrixon. The main roles and responsibilities include:
  • to monitor in discussion with the auditors the integrity of the financial statements of the company, and any formal announcements relating to the company’s financial performance, reviewing significant financial reporting judgments contained in them;
  • to review the company’s internal financial controls and, unless expressly addressed by a separate board risk committee composed of independent directors, or by the board itself, to review the company’s internal control and risk management systems;
  • to monitor and review the effectiveness of the company’s internal audit functions and, where there is no internal audit function, consider annually whether there is a need for an internal audit function and make a recommendation to the board;
  • to make recommendations to the board, for it to put to the shareholders for their approval in the general meeting, in relation to the appointment, reappointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor;
  • to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;
  • to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant external guidance regarding the provision of non-audit services by the external audit firm; and to report to the board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;
  • to review arrangements by which staff of the company may, in confidence raise concerns about possible improprieties in matters of financial reporting or other matters and ensure that arrangements are in place for the proportionate and independent investigation of such matters with appropriate follow-up action
Remuneration Committee
The Remuneration Committee performs both remuneration and nomination functions and comprises of Mark Connelly and Ed McDermott. The Committee’s responsibilities will include:
  • determine and agree with the board the framework or broad policy for the remuneration of the chief executive, the chairman of the company (where executive) and such other members of the executive management as it is designated to consider;
  • make recommendations and monitor the level and structure of remuneration for senior management;
  • set the remuneration of non-executive directors (including the chairman if non-executive);
  • determine and approve targets for any performance-related pay schemes operated by the company;
  • ensure that contractual terms on termination, and any payments made, are fair to the individual and the company;
  • within the terms of the agreed policy, determine the total individual remuneration package of each executive director including, where appropriate, bonuses, incentive payments and share options;
  • co-ordinate closely with the Nomination Committee in relation to the remuneration to be offered to any new executive director;
  • be aware of and advise on any major changes in employees benefit structures throughout the company or group;
  • agree the policy for authorizing claims for expenses from the chief executive and chairman.
Nomination Committee
As the size and operations of Emmerson plc change, the Company will need to consider whether the skills and characteristics of its Board are appropriate. The Nomination Committee will comprise the full Board and will:
  • Interview and consider potential appointments and reappointments to the Board of the Company;
  • Assess the skills and experience of the Board to ensure any deficiencies are addressed with new appointments;
  • Ensure that Directors are placed up for renewal and/or re-election as required under the Company’s constitution.
Share Dealing Policy

The Board has implemented high level internal controls to ensure compliance with the Market Abuse Regulations as it applies to employees dealing in shares of the Company. This document will be reviewed regularly at Board meetings.

Bribery and Corruption Policy

The Board will adopt a Bribery and Corruption Policy consistent with the requirements of the UK Bribery Act 2010 and the Isle of Man Bribery Act 2013.

Compliance with the policy will be regularly reviewed at Board meetings.