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 Company does not currently comply with the QCA Guidelines in full and the Board has identified the following areas of non-compliance that it intends to address when the Company’s business has developed sufficiently:

  • The Board considers Ed McDermott to be independent in character and judgement. He holds options over shares, but has no other relationships with the Company or the other Directors that could impact his independence. However, to be compliant with the QCA Guidelines, the Company needs to appoint a second independent director to the Board; and
  • Once the changes highlighted above in relation to the composition of the Board have been made, the Board will be able to appoint committees to assist it in relation to matters of Audit & Risk, Remuneration and Nomination. At present, the duties that would normally be fulfilled by such committees are undertaken by the full Board.

The Board as a whole will following Admission continue to review its size, structure and composition, the scale and structure of the Directors’ fees (taking into account the interests of Shareholders and the performance of the Company), take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal announcements on the Company’s financial performance.

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
Given the small size of the Company and its Board, the Audit Committee will, initially, comprise all members of the Board. The Board is satisfied that at least one member of the committee has recent, relevant, financial experience. 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 will comprise all members of the Board noting, however, that an Executive or Non-Executive Director may not be party to any decision regarding his or her own remuneration. 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.