Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Company's Audit Committee comprises Sally Tilleray (Chairperson), Richard Amos and Isabel Napper. The Audit Committee meets as often as required and at least twice a year. The Audit Committee’s main functions include reviewing the effectiveness of internal control systems and risk assessment, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness, and qualifications.
The Audit Committee also monitors the integrity of the financial statements of the Company and Group, including its annual and interim reports and any other formal announcement relating to financial performance. The Audit Committee considers the nature, scope and results of the auditors’ work and reviews, and can develop and implements policies on the supply of non-audit services that are provided by the external auditors where appropriate. The Audit Committee focuses particularly on compliance with legal requirements, accounting standards and the relevant AIM Rules for Companies and ensuring that an effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board. The identity of the Chairperson of the Audit Committee is reviewed on an annual basis and the membership of the Audit Committee and its terms of reference are kept under review. The Audit Committee members have no links with the Company’s external auditors.
Standards and policies
The Board is committed to maintaining appropriate standards for all the Group’s business activities and ensuring that these standards are set out in written policies where appropriate. The Board acknowledges that the Group’s international operations may give rise to possible claims of bribery and corruption. In consideration of the UK Bribery Act, the Board reviews the perceived risks to the Group arising from bribery and corruption to identify aspects of the business which may be improved to mitigate such risk. The Board has adopted a zero-tolerance policy toward bribery and has reiterated its commitment to carry out business fairly, honestly, and openly. The Company has also adopted a Share Dealing Code for the Board, in conformity with the requirements of the AIM Rules for Companies and the Market Abuse Regime (MAR) and will take steps to ensure compliance by the Board and senior staff with the terms of the code. In summary, the code stipulates that those covered by it should:
- not deal in any securities of the Company, unless prior written notice of such proposed dealings has been given to the Board and written clearance received from the Board;
- not purchase or sell any securities of the Company in the two months immediately preceding the announcement of the Company’s half-yearly or annual results;
- not use another person, company, or organisation to act as an agent, or nominee, partner, conduit or in another capacity, to deal in any securities on their behalf where that third person would breach obligations under this paragraph; and
- immediately inform the Board of any dealings in the Company’s shares.
All material contracts are required to be reviewed and signed by a Senior Director of the Company and reviewed by our external counsel.
The Company has a social media policy. The objective of the policy is to minimise the risks to the Company through use of social media. The policy deals with the use of all forms of social media, all social networking sites, internet postings, the Company’s website, non-regulatory news feeds and blogs. It applies to use of social media for business purposes as well as personal use that may affect the Company in any way. The policy covers all employees, officers, consultants, contractors, interns, casual workers, and agency workers.
Maintain the board as a well-functioning, balanced team led by the chair
The Board comprises the Non-Executive Chairperson, two Non-Executive Directors and four Executive Directors. The Non-Executive Chairperson and the two Non-Executive Directors are all considered to be independent. The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational and the Board is supported by an outsourced professional Company Secretarial firm with broad experience in administering public companies who fill the role of Company Secretary. The Chairperson holds update meetings with each Director to ensure they are performing as they are required.
During a normal financial year, it is expected that at least six formal Board meetings will take place. Key Board activities in the coming year will include reviewing the progress of the Group’s commercial development and careful monitoring of the Group’s investment plans following the fund raise.
In addition, the Board will:
- consider our financial and non-financial policies;
- discuss strategic priorities;
- discuss the Company’s capital structure and financial strategy, including capital investments and shareholder returns;
- discuss internal governance processes;
- review the Company’s risk profile;
- review feedback from shareholders post full and half-year results; and
- ESG/diversity and culture.
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests must be reported to and, where appropriate, agreed with the rest of the Board. The Board considered the other time commitments of the Non-Executive Directors when appointing them and also the fact that the Group Finance Director is employed on a part-time basis. It considered this appropriate given the support the Group Finance Director received from the experienced Group Financial Controller and from the Company Secretary.
All Directors receive regular and timely information on the Company’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. Contracts are available for inspection at the Company’s registered office.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience. In addition to the executive directors’ skills and experience of running the business over many years, the non-executive directors bring recent and relevant skills in running listed public companies, in relevant financial and legal matters and in remuneration practices relevant to similar companies of Skillcast’s size and complexity. The biographies of the Directors which are included on page XX of the Admission Document set out the relevant skills and experience of each of the Directors. All Directors are encouraged to attend update sessions to ensure that they are kept abreast of changes to regulatory codes and best practices. In addition, Board meeting agendas include updates from advisors on changes in regulations or requirements that are specifically pertinent to the Group.
The Board makes decisions regarding the appointment and removal of Directors and there is a formal, rigorous, and transparent procedure for appointments. The Company’s Articles of Association require that:
- at every AGM one-third of the Directors shall retire from office, or if their number is not 3 or a multiple of 3, the number nearest to but not exceeding one third shall retire from office by rotation; and
- that any new Directors appointed during the year must stand for election at the AGM immediately following their appointment. In recognition of this, all Directors will stand for election at the AGM to be held in 2022.
All Directors can take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense and with prior agreement from the Board. In addition, the Directors have direct access to the advice and services of the Company Secretary.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board has been newly appointed as part of the transition process to becoming a public company. Going forward the intention is to constantly assess the individual contributions of each of the members of the Board and executive team to ensure that: their contribution is relevant and effective, that they are committed and where relevant, they have maintained their independence. Over the next 12 months, we intend to review the performance of the team as a unit to ensure that the members of the Board collectively function in an efficient and productive manner. Annually we will consider whether this review should be conducted internally or with external support.
It Is the intention of the Board to review succession planning over time, focusing particularly on contingency plans for the potential sudden unavailability of key members of the Executive team recognising the particular challenge which that can create in a company of the size of Skillcast.
Promote a culture that is based on ethical values and behaviours
The Company's core business is to help businesses transform their staff compliance by improving access to e-learning and digital tools for informing, assessing, recording, monitoring, analysing and evidencing a range of employee activities. The first benefit of this transformation is to improve the compliance experience for employees and suppliers of our client companies. The digitisation streamlines the processes, improved accessibility, and provide more timely information to enhance understanding and acceptance of compliance. The second benefit is to the firm in more robust processes, better data collection reduced costs, and lower misconduct risk. A third benefit is to the environment in terms of reduced travel, paperwork and other resources.
Given the Company's purpose, the Board believes that promoting a culture based on sound ethical values and behaviours is essential to maximise shareholder value. The Board is confident the ethical values are being adhered to in multiple ways. The Company requires all executives and employees to act ethically, sustainably, fair, and transparently in their dealings with their colleagues, customers, and suppliers. The Company embeds these values through staff training and surveys, and development conversations. The Company operates a Quarterly Incentive Plan for all employees the rewards them for their performance on our four values of professionalism, teamwork, customer service and innovation.
The Board and Executive Management Committee have a zero-tolerance approach to bribery, corruption, bullying, harassment, and dishonesty. This commitment is communicated clearly to all employees through training and communication.
The Board is also mindful of the Company's contribution to the society outside its stakeholders. It has organised organise games and competitions to raise tens of thousands of pounds for charities. The Company is a Living Wage Employer, ensuring that our direct employees and those in our supply chain receive a living wage. We believe that Climate Neutral is the minimum standard for Corporate Social Responsibility. In addition to the Company's products and services helping our customers reduce their carbon footprint, the Company is taking steps to reduce our own carbon footprint.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board will meet at least six times each year in accordance with a scheduled meeting calendar. Prior to the start of each financial year, a schedule of dates for that year’s Board meetings will be compiled to align as far as reasonably practicable with the Company’s financial calendar while also ensuring an appropriate spread of meetings across the financial year. This may be supplemented by additional meetings as and when required.
The Board and its Committees receive appropriate and timely information prior to each meeting; a formal agenda is produced for each meeting, and Board and committee papers are distributed at least two days before meetings take place. Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such meetings are agreed by the Board or relevant committee and then followed up by the Company’s management.
The Board is responsible for the long-term success of the Company. There is a formal schedule of matters reserved to the Board. It is responsible for overall group strategy; approval of major investments; approval of the annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure to key business risks and reviews the annual budgets and their performance in relation to those budgets. There is a clear division of responsibility at the head of the Company. The Chairperson is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction. The CEO is responsible for proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Company through the executive team.
The Board is supported by the Audit Committee, the Remuneration Committee, and the Sustainability Committee. The Board has determined that rather than form a separate Nomination Committee it will itself fulfil the responsibilities and duties typically delegated to that committee. Each committee has access to such resources, information, and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge its duties with prior Board agreement. The Remuneration Committee comprises not less than three members, all of whom are independent Non-Executive Directors. The Remuneration Committee ensures remuneration is aligned to the implementation of the Company strategy, market data and effective risk management, considering the views of shareholders and is also assisted by executive pay consultants as and when required.
Although not a committee of the Board, the Executive Management Committee is the key operational decision-making body of the Company. Matters that require a decision of the Board will be supported by the work of the EMC which meets monthly. In most circumstances, matters requiring the input of the Board will already have been considered by the EMC with its input provided as a contribution to board papers.