Good governance to promote long-term growth
The Board is responsible to the Group’s shareholders and sets the Group’s strategy for achieving long-term success.
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.
Role of the Board
The Board is responsible to the Group’s shareholders and sets the Group’s strategy for achieving long-term success in accordance with our purpose and values. The Board is also ultimately responsible for establishing the Group’s governance structure, the effectiveness of our internal controls, risk management, and the direction of the Group to help deliver our strategy. We look to provide the framework for our Group companies to follow our strategy and provide guidance at Group level on measures to implement our objectives.
Matters reserved for the Board
Matters reserved for the Board include, but are not limited to:
- Strategy and management, including responsibility for the overall leadership of the Group, setting
the Group’s values and standards, and overview of the Group’s operational management - Structure and capital, including changes relating to the Group’s capital structure and major changes
to the Group’s corporate structure, including acquisitions and disposals, and changes to the Group’s
management and control structure - Financial reporting, including the approval of the Annual Report and Accounts, half-year report,
trading statements, preliminary announcement for the results and dividend, treasury and
accounting policies - Internal controls, ensuring that the Group manages risk effectively by approving its risk appetite
and monitoring aggregate risk exposures - Contracts, including approval of all major capital projects and major investments
- Ensuring satisfactory communication with the Group’s stakeholders, including its shareholders
- Board membership and other appointments, including changes to the structure, size and
composition of the Board, and succession planning for the Board and senior management - Ensure appropriate adherence to health and safety requirements and promote an appropriate
safety culture - 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 58 & 59 of Annual Report 2024
Committees
The Board is supported by its Committees – Nomination, Audit and Risk ESG and Remuneration, each of which is chaired by an independent Non-Executive Director with relevant expertise.
Chaired by: Richard Elsy CBE (Industry expert)
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 80 & 81 of Annual Report 2024
Chaired by: Louise Evans (finance and audit expert)
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 82 & 83 of Annual Report 2024
Chaired by: Louise Evans (finance and audit expert)
Other members: Richard Elsy CBE, James Routh
Role of the Committee:
The ESG Committee sets the overall sustainability strategy for the Group and provides Board-level oversight of the various sustainability activities which are embedded throughout our business.
Committee report: Page 84 of Annual Report 2024
Chaired by: Richard Hickinbotham (Industry and Finance expert)
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.
Committee report: Pages 85 & 86 of Annual Report 2024
Policies
| Title | Document |
|---|---|
| Whistleblowing Policy (English) |
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| Whistleblowing Policy (German) |
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| Whistleblowing Policy (Japanese) |
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| Whistleblowing Policy (Chinese) |
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| Modern Slavery Policy |
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| Anti-bribery Policy |
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| Equality Diversity and Inclusion Policy (English) |
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| Equality Diversity and Inclusion Policy (Japanese) |
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| Equality Diversity and Inclusion Policy (German) |
View
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| Equality Diversity and Inclusion Policy (Chinese) |
View
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| Competition and Anti-trust |
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| Conflicts of Interest |
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| Human Rights |
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| Title | Document |
|---|---|
| Whistleblowing Policy (English) |
View
|
| Whistleblowing Policy (German) |
View
|
| Whistleblowing Policy (Japanese) |
View
|
| Whistleblowing Policy (Chinese) |
View
|
| Modern Slavery Policy |
View
|
| Anti-bribery Policy |
View
|
| Equality Diversity and Inclusion Policy (English) |
View
|
| Equality Diversity and Inclusion Policy (Japanese) |
View
|
| Equality Diversity and Inclusion Policy (German) |
View
|
| Equality Diversity and Inclusion Policy (Chinese) |
View
|
| Competition and Anti-trust |
View
|
| Conflicts of Interest |
View
|
| Human Rights |
View
|