The Board fully supports the underlying principles of corporate governance contained in the UK Corporate Governance Code (“the Code”). Although as an AIM listed company we are not required to comply with these recommendations, the Board is committed to adopting the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Sized Quoted Companies (“the QCA Code”) as a demonstration of our belief in, and commitment to, good governance.
As a Group we comply with the twelve principles set out in the QCA Code, however in terms of disclosure, either in our annual report, or on our website we do not currently disclose the points listed below. All of these points will be addressed this year.
• Audit committee report
• Performance evaluation descriptions
• Detailed results of shareholder voting
The Board comprises a non-executive Chairman, three independent non-executive directors and two executive directors. Across the members there is fair balance of skills, experience, independence and knowledge of the company, representing industry experience and knowledge from engineering, operational, finance and investment. Every member of our Board is there for the benefit of Pressure Technologies plc. Each recognising their responsibility to the company’s shareholders and employees.
Board purpose statement
Matters for the Board
Audit and risk committee is Chaired by Neil MacDonald
The Committee meets not less than four times a year and is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for the reporting of the financial performance of the Company and for reviewing financial statements prior to publication. The Audit and Risk Committee has unrestricted access to the Group's auditors and will ensure that auditor independence has not been compromised.
Risk is reviewed and updated as to whether it has increased, deceased, remained the same or is no longer a risk. New risks are also addressed at these meetings.
Terms of Reference for the audit and risk committee
Nomination committee is Chaired by Alan Wilson
The Nomination Committee meets at least once a year and at such other times as the Chairman of the Committee shall require. It has the responsibility for leading the process for Board appointments and making recommendations to the Board accordingly via a formal, transparent and rigorous appointment procedure.
The committee is also responsible for succession planning.
Terms of Reference for the nomination committee
Remuneration committee is Chaired by Philip Cammerman
The Remuneration Committee meets at least four times a year and reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders. It also determines the allocation of share options to employees. It is a rule of the Remuneration Committee that a Director shall not participate in discussions or decisions concerning his/her own remuneration.
Terms of Reference for the remuneration committee
Role of external and internal advisors
Board committees are authorised to obtain, at the Company’s expense, professional advice on any matter within their Terms of Reference and to have access to sufficient resources in order to carry out their duties. Committee members have access to the advice and services of the Company’s advisers and external auditors.