Code on Corporate Governance
The Board of Getech is committed to high standards of Corporate Governance for the Group. Where possible, it has sought to adhere to the practices set out by the UK Corporate Governance Code as far as circumstances and the size of the Group allow.
The Audit Committee comprises three non-executive Directors, Alison Fielding (who has recent and relevant finance experience), Peter Stephens and Stuart Paton. It has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the company. The Audit Committee meets not less than twice in each financial year and has unrestricted access to the company’s auditors.
The non-executive Directors may seek information from any employee of the Group and obtain external professional advice at the expense of the Company if considered necessary. Due to the relatively low number of personnel employed within the Group, the nature of the business and the current control and review systems in place, the Board does not consider it necessary to establish a separate internal audit department.
The remuneration committee comprises Alison Fielding (Chairman) and Stuart Paton. The committee considers the employment and performance of individual executive Directors and determines their terms of service and remuneration. No Director is involved in deciding his or her own remuneration. The Committee also has authority to recommend and approve the grant of options under the Company’s EMI scheme.
The Committee meets at least once a year.
There is no formal Nominations Committee, the appointment of new Directors being considered by the full Board.
The Board of Directors and Committees of the Board of Directors
The Board comprises four non-executive and four executive members as at 8th December 2015. The Board plans at least eight regular meetings during the year, with ad hoc meetings as necessary. 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. The Board:
- 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.