Board of Directors & Governance

Governance

The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have developed its procedures to comply with the principles set out in the Quoted Companies Alliance Corporate Governance Code (the "QCA Code"). The Board comprises seven Directors, four of whom are Executive Directors and three Non-Executive Directors, reflecting a diversity of experiences and backgrounds. The Company will appraise the structure of the Board on an ongoing basis.

The Board intends to meet regularly to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals of long-term sustainable success, generation of shareholder value and contributions to the wider society. The Company has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and with written terms of reference. The activities normally performed by a Nominations Committee will be covered by the full Board.

The Company reviews its compliance with the recommendations of the QCA Code, and reports in its annual report, and on this website, where it complies and explain where it does not comply.

Audit and Risk Committee

The Skillcast Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on and to ensure the Group’s key risks are identified and monitored. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than twice in each financial year and has unrestricted access to the Group’s external auditors. The Audit Committee comprises at least two members, of whom both shall be independent Non-Executive Directors, and one shall have recent and relevant financial experience with competence in accounting or auditing. The chair of the Audit Committee is Sally Tilleray, and its other members are Richard Amos and James Saralis.

Audit Committee - Terms of Reference

Remuneration Committee

The Remuneration Committee (i) reviews the performance of the Executive Directors and senior managers, (ii) makes recommendations to the Board on matters relating to their remuneration and terms of service, and (iii) develops and maintains procedures for making recommendations for succession planning. The Remuneration Committee also reviews gender pay data and makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary, but at least twice each year. The Remuneration Committee comprises at least two independent Non-Executive Directors. The Chair of the Remuneration Committee is James Saralis, and its other members are Richard Amos and Sally Tilleray. No director or manager is involved in any decisions as to their own remuneration.

Remuneration Committee - Terms of Reference