The Board recognises the value of good Corporate Governance and can confirm that it complies with the Quoted Companies Alliance Corporate Governance Code 2018 (the 'QCA Code') as required by the AIM Rules, as well as other corporate governance standards that are appropriate and relevant to our culture, status, profile, size and circumstances.
The Company has applied the ten principles of the QCA Code throughout the year and the Board can confirm that the Company has complied with the QCA Code and its internal control requirements for the period under review. The Code and these standards are integrated into the Group’s operations and work to support the achievement of our strategic objectives.
Whilst day-to-day operational decisions are managed by the Chief Executive Officer, certain strategic decision-making powers and authorities of the Company are reserved as matters for the Board.
Role of the Board
The Board of Directors (the ‘Board’) is collectively responsible to the Group’s shareholders for the long-term success of the Group. This responsibility includes matters of strategy, performance, resources, standards of conduct and accountability as well as having regard for our employees, customers, suppliers and the impact of our activities on both the environment and the communities in which we operate.
Matters reserved for the Board
Matters reserved for the Board include, but are not limited to:
- Determine the Group’s overall strategy and direction
- Ensure appropriate adherence to health and safety requirements and promote an appropriate safety culture
- Establish and maintain controls, audit processes and risk management policies to ensure they mitigate identified risks and that the Group operates efficiently
- Approve budgets and review performance relative to those budgets and approve the financial statements
- Approve material agreements and non-recurring projects
- Approve Board appointments
- Review and approve Group-wide remuneration policies and executive remuneration
- Ensure effective communication with shareholders and other key stakeholders
- Promote a corporate culture based on sound ethical values and behaviours
Risk management
To ensure sustainable delivery of shareholder value, the Group has implemented a risk management framework and management structure that ensure risks are identified, assessed and mitigated wherever possible. It is recognised that certain risks are beyond the control of the Group; however, the Board is committed to the protection and enhancement of the assets and reputation of AB Dynamics.
Risk management methodology: Pages 54 to 55 of Annual Report 2023
Chaired by: Richard Elsy CBE (Industry expert)
Number of meetings in the year: 1
Other members: Richard Hickinbotham, Louise Evans
Role of the Committee:
The Nomination Committee is responsible for recommendations to the Board for the appointment of additional Directors or replacement of current Directors. The Committee reviews the structure, size and composition of the Board and its Committees and also considers succession planning for the Board and the Executive Committee. The Committee is also responsible for the annual Board performance review and makes recommendations to the Board in respect of development areas to continuously improve the effectiveness of the Board and its Committees.
Committee report: Pages 76 & 77 of Annual Report 2023
Chaired by: Louise Evans (finance and audit expert)
Number of meetings in the year: 3
Other members: Richard Hickinbotham
Role of the Committee:
The Audit and Risk Committee is responsible for ensuring that the financial performance of the Group is properly reported and monitored, and for meeting the auditor and reviewing the reports from the auditor relating to accounts and internal control systems. The Audit and Risk Committee will have discussions with the external auditor at least once a year without any Executive Directors being present. The Committee is also responsible for the review and management of the Company’s risk management framework..
Committee report: Pages 78 & 79 of Annual Report 2023
Chaired by: Louise Evans (finance and audit expert)
Number of meetings in the year: 4
Other members: Richard Elsy CBE, James Routh
Role of the Committee:
The aim of the Committee is to further the sustainability of the Group, promote the continuous improvement of the Group’s ESG management and performance and promote and enhance the Group’s ESG work to ensure it receives due attention and acknowledgement, enabling the Group to become an ESG leader in our selected industries. This year, the ESG Committee appointed Auditel, a leading cost, procurement and carbon solutions company, to assist with our carbon neutral journey.
The Board also has access to all relevant information and reviews other periodic management information and RNS announcements. The draft Annual Report and Accounts is circulated to each member of the Board in sufficient time to allow challenge of the disclosures where necessary.
Committee report: Page 80 of Annual Report 2023
Chaired by: Richard Hickinbotham (Industry and Finance expert)
Number of meetings in the year: 5
Other members: Louise Evans, Richard Elsy CBE
Role of the Committee:
The Remuneration Committee reviews the performance of the Executive Directors and sets and reviews the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of the shareholders. In determining the remuneration of Executive Directors, the Remuneration Committee seeks to enable the Group to attract and retain Executives of high calibre. No Director is permitted to participate in discussions or decisions concerning his or her own remuneration. The Remuneration Committee meets as and when necessary. This year the Remuneration Committee continued to be advised by FIT Remuneration Consultants. The Committee reviewed the Group’s Executive Remuneration Policy, oversaw the award of Executive bonuses (and the allocation of a percentage of these bonuses to be awarded as shares), and authorised the award of an LTIP to the Executive and senior leadership of the organisation. The Executive LTIP is subject to malus and clawback provisions.
Committee report: Pages 81 to 88 of Annual Report 2023