The Board comprises a non-executive Chairman, three non-executive directors and three executive directors. Across the non-executive board members there is a broad balance of skills and experience, materially enhancing knowledge and judgement to contribute to the overall performance of the board.
|Board Member||Board Title||Audit Committee Title||Remuneration Committee Title||Nomination Committee|
|Dr Stuart Paton||Non-executive Chairman||Member||Chairman||Chairman|
|Dr Alison Fielding||Non-executive Director||Chairman||Member||Member|
|Peter Stephens||Non-executive Director||Member||– – –||Member|
|Chris Flavell||Non-executive Director||– – –||Member||– – –|
|Dr Jonathan Copus||Chief Executive Officer||– – –||– – –||– – –|
|Andrew Darbyshire||Chief Financial Officer||– – –||– – –||– – –|
|Chris Jepps||Chief Operating Officer||– – –||– – –||– – –|
The role of the Board is to provide leadership of the Company and to set strategic aims within a framework of prudent and effective controls which enable risk to be managed.
- ensures that the necessary financial and human resources are in place to meet its obligations to its shareholders and others
- approves acquisitions and disposals of businesses, major capital expenditure and annual financial budgets
- recommends interim and final dividends
- receives recommendations from the Audit Committee in relation to the appointment of auditors, their remuneration and the policy relating to non-audit services
- receives the recommendations for Executive Directors’ remuneration from the Remuneration Committee and determines fees paid to Non-Executive Directors.
The roles of the Chairman and Chief Executive Officer are clearly separated. The Chief Executive is responsible for the operational management of the business of the Group and for the implementation of strategy and policies as agreed by the Board. The Chairman is responsible for the leadership and effective working of the Board, for setting the Board agenda, and ensuring that Directors receive accurate, timely and clear information.
The non-executive directors are considered by the Board to be independent of management and free to exercise independence of judgement.
The principal duties and responsibilities of the Audit Committee include:
- Monitor the Group’s internal financial controls and assess their adequacy
- Review key estimates, judgements and assumptions applied by management in preparing published financial statements
- Assess annually the auditor’s independence and objectivity
- Make recommendations in relation to the appointment, re-appointment and removal of the company’s external auditor
- Review and consider for approval, significant new contracts
The principal duties and responsibilities of the Remuneration Committee include:
- Setting the remuneration policy for all Executive Directors and the Chairman
- Recommending and monitoring the level and structure of remuneration for senior management
- Approving the design of, and determining targets for, performance related pay schemes operated by the company and approve the total annual payments made under such schemes
- Reviewing the design of all share incentive plans for approval by the board and shareholders
None of the Committee members have any personal financial interest (other than as shareholders), conflicts of interest arising from cross-directorships or day-to-day involvement in the running of the business. No director plays a part in any financial decision about his or her own remuneration.
The principal duties and responsibilities of the Nomination Committee include:
- Regularly reviewing the structure, size and composition of the Board
- Considering succession planning for Directors and other senior Executives
- Identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise
- Membership of the Audit and Remuneration Committees Nomination
Principles and Approach of the Board
Getech is committed to achieve and maintain high standards of governance. As such, the Board has chosen to adopt the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies 2018 (“the QCA Code”). Detailed below is how the Board applies the 10 principles of Corporate Governance, which form part of the QCA code.
|Establish a strategy and business model which promote long-term value for shareholders||The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term.
It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.
|The Company’s vision is to invest in and develop its operating business deliver long term, sustainable growth in shareholder value.
It seeks to share this vision and details of the implementation of its strategy through internal dialogue with employees as well as external communications by way of public announcements and dissemination of information through this website and the Annual Report.
The Group’s strategy places our data, software and information products at the heart of our business. We target high-margin, repeat revenue growth and we are reshaping our services to more clearly leverage our products and geoscience-geospatial skills. This strategic formula has already helped us to cross-sell our products and services, enter new sectors, and access rich seams of new data with significant revenue potential.
|Seek to understand and meet shareholder needs and expectations||Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.
The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
|The Board is committed to maintaining an open dialogue with shareholders. Communication with shareholders is co-ordinated by the Chairman, and the Chief Executive Officer and Group Finance Director.
Throughout the year, the Board maintains a regular dialogue with institutional investors, providing them with such information on the Company’s progress as is permitted within the guidelines of the AIM rules, MAR and requirements of the relevant legislation.
Twice yearly, at the time of announcing the Group’s interim and full-year results, the Company does a round of visits to its major shareholders to update them on developments and to receive feedback and suggestions from them. The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. All reports and press releases are published in the Investor section of the Group’s website.
The Board is aware of the need to protect the interests of minority shareholders and balancing these interests with those of any more substantial shareholders. The Annual General Meeting (‘AGM’) is the principal opportunity for private shareholders to meet and discuss the Group’s business with the Directors. There is an open question and answer session during which shareholders may ask questions both about the resolutions being proposed and the business in general. The Directors are also available after the meeting for an informal discussion with shareholders.
|Take into account wider stakeholder and social responsibilities and their implications for long-term success||Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.
Where matters that relate to the company’s impact on society, the communities within which it operates, or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
|The Board recognises that the Group’s long-term success is reliant on the efforts of its employees, contractors, customers and suppliers. As part of the staff appraisal process, employees are invited into an open dialogue and agreement on goals targets, aspirations and personal development opportunities.
We engage annually with our Globe and potential Globe customers at the Getech Globe user-group meeting, which provides valuable insight into our customers’ needs. In addition, we request feedback on our products and services from our customers.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups. All new suppliers and contractors must complete our KYC process and all contractors must agree to the terms of our anti-bribery policies. Key relationships with customers, suppliers, contractors and regulators are closely managed by the executive directors and the executive committee.
The board are appraised of any issues arising. The Board also understands that it has a responsibility to consider, where practicable, the social, environmental and economic impact of its corporate strategy.
As part of our social responsibility and to safeguard our employees and contractors, we follow the UK foreign office advice on travelling and working abroad in high risk countries and territories. As a group we aim to minimise our carbon footprint; initiatives include the introduction of low energy LED lighting in our offices, waste recycling and the use of video-conferencing in place of international travel where practical.
|Embed effective risk management, considering both opportunities and threats, throughout the organisation||The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).
|The Board has an established Audit Committee, a summary of which is set out above. Included in the remit of the Audit Committee is approval of significant new contracts, whereby the committee takes into consideration the balance of risk and return, opportunity and threat.
The Company receives regular feedback from its external auditors on the state of its internal controls. The Board maintains a register of risks and publishes an annual summary of the significant risks and uncertainties in the Annual Report.
|Maintain the board as a well-functioning, balanced team led by the chair||The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board. The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.
The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement. The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfil their roles.
|The Board is comprised of a Chairman, three Executive Directors, and three Non-Executive Directors. The roles of the Chairman and Chief Executive Officer are clearly separated.
The Chief Executive is responsible for the operational management of the business of the Group and for the implementation of strategy and policies as agreed by the Board. The Chairman is responsible for the leadership and effective working of the Board, for setting the Board agenda, and ensuring that Directors receive accurate, timely and clear information.
The non-executive directors are considered by the Board to be independent of management and free to exercise independence of judgement. This webpage provides full disclosure on the Company’s corporate governance policy and processes. A description of the roles of the Directors is included within the Board of Directors page of this website.
|Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities||The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.
The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board. As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.
|Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. Full biographical details of all Directors are included within the Board of Directors page of this website.
As noted above, the Company has put in place an Audit Committee as well as Remuneration and Nomination Committees. The responsibilities of each of these committees have been summarised within this webpage.
|Evaluate board performance based on clear and relevant objectives, seeking continuous improvement||The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. The board performance review may be carried out internally or, ideally, externally facilitated from time to time.
The review should identify development or mentoring needs of individual directors or the wider senior management team. It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.
|The Company undertakes regular monitoring of personal and corporate performance using agreed Key Performance Indicators and detailed financial reports.
Responsibility for assessing and monitoring the performance of the Executive Directors lies with the Chairman and the Non-Executive Directors.
The board undertakes an annual company health-check, where the board performs an appraisal of its effectiveness as a whole.
Where areas for improvement are identified, specific actions are set, to be completed in a suitable timescale.
Progress of these actions are monitored on a regular basis. The Board considers the need for the periodic refreshing of its membership, this involves ensuring the skillsets provided by the board members continues to be aligned with corporate strategy and risk
|Promote a corporate culture that is based on ethical values and behaviours||The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.
The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.
The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.
|Getech has a strong ethical culture, which is promoted by the actions of the board and executive team. The Group has an anti-bribery policy and has implemented adequate procedures described by the Bribery Act 2010.
The Group reports on its compliance to the board on an annual basis. The Group has undertaken a review of its requirements under the General Data Protection Regulation, implementing appropriate policies, procedures and training to ensure it is compliant.
|Maintain governance structures and processes that are fit for purpose and support good decision-making by the board||The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.
|Details of the Company’s corporate governance arrangements are provided above and include; the board structure and board member biographies, and summaries and terms of reference for the board sub-committees: audit committee, remuneration committee, and nomination committee.
The board believes that an appropriate governance structure is in place based on the size, complexity and risk tolerance of the group.
This is monitored by the board as the company evolves over time to ensure alignment with Group objectives, strategy, size and complexity, and changes to risk appetite.
|Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders||A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:
It should be clear where these communication practices are described (annual report or website).
|The Company encourages two-way communication with both its institutional and private investors and responds quickly to all queries received.
The Chairman and the Chief Executive talk regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board.
The Board recognizes the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.
The board produces a series of updates throughout the year relating to company performance, these are distributed by RNS and RNS reach.
Copies of all RNS announcements can also be found on the investor section of the website, here.
The resolutions passed following the most recent AGM can be found here.