| 1 |
Establish a strategy and business model which promote long-term value for shareholders
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Explain the company’s business model and strategy, including key challenges in their execution (and how those will be addressed).
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Business model and strategy
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| 2 |
Seek to understand and meet shareholder needs and expectations
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Explain the ways in which the company seeks to engage with shareholders and how successful this has been.
This should include information on those responsible for shareholder liaison or specification of the point of contact for such matters.
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Shareholder engagement
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| 3 |
Take into account wider stakeholder and social responsibilities and their implications for long-term success
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Explain how the business model identifies the key resources and relationships on which the business relies.
Explain how the company obtains feedback from stakeholders and the actions that have been generated as a result of this feedback (e.g. changes to inputs or improvements in products).
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Stakeholder engagement
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| 4 |
Embed effective risk management, considering both opportunities and threats, throughout the organisation
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Describe how the board has embedded effective risk management in order to execute and deliver strategy.
This should include a description of what the board does to identify, assess and manage risk and how it gets assurance that the risk management and related control systems in place are effective.
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Risk management
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| 5 |
Maintain the board as a well-functioning, balanced team led by the chair
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Identify those directors who are considered to be independent; where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained.
Describe the time commitment required from directors (including
non-executive directors as well as part-time executive directors).
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Board composition
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| 6 |
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
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Identify each director.
Describe the relevant experience, skills and personal qualities and capabilities that each director brings to the board (a simple list of current and past roles is insufficient); the statement should demonstrate how the board as a whole contains (or will contain) the necessary mix of experience, skills, personal qualities (including gender balance) and capabilities to deliver the strategy of the company for the benefit of the shareholders over the medium to long-term.
Explain how each director keeps his/her skillset up-to-date.
Where the board or any committee has sought external advice on a significant matter, this must be described and explained.
Where external advisers to the board or any of its committees have been engaged, explain their role.
Describe any internal advisory responsibilities, such as the roles performed by the company secretary and the senior independent director, in advising and supporting the board.
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Board experience
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| 7 |
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
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Include a high-level explanation of the board performance effectiveness process.
Where a board performance evaluation has taken place in the year, provide a brief overview of it, how it was conducted and its results and recommendations. Progress against previous recommendations should also be addressed.
Include a more detailed description of the board performance evaluation process/cycle adopted by the company. This should include a summary of:
The criteria against which board, committee, and individual effectiveness is considered;
How evaluation procedures have evolved from previous years, the results of the evaluation process and action taken or planned as a result; and
How often board evaluations take place.
Explain how the company approaches succession planning and the processes by which it determines board and other senior management appointments, including any links to the board evaluation process.
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Board performance
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| 8 |
Promote a corporate culture that is based on ethical values and behaviours
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Include in the chair’s corporate governance statement how the culture is consistent with the company’s objectives, strategy and business model in the strategic report and with the description of principal risks and uncertainties.
The statement should explain what the board does to monitor and promote a healthy corporate culture and how the board assesses the state of the culture at present.
Explain how the board ensures that the company has the means to determine that ethical values and behaviours are recognised and respected.
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Corporate culture
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| 9 |
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
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In addition to the high level explanation of the application of the QCA Code set out in the chair’s corporate governance statement:
Describe the roles and responsibilities of the chair, chief executive and any other directors who have specific individual responsibilities or remits (e.g. for engagement with shareholders or other stakeholder groups).
Describe the roles of any committees (e.g. audit, remuneration and nomination committees) setting out any terms of reference and matters reserved by the board for its consideration.
Describe which matters are reserved for the board.
Describe any plans for evolution of the governance framework in line with the company’s plans for growth.
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Governance structure
Remuneration committee terms of reference
Audit committee terms of reference
AIM Compliance committee terms of reference
Nominations committee terms of reference
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| 10 |
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
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Describe the work of any board committees undertaken during the year.
Include an audit committee report (or equivalent report if such committee is not in place).
Include a remuneration committee report (or equivalent report if such committee is not in place).
If the company has not published one or more of the disclosures set out under Principles 1-9, the omitted disclosures must be identified and the reason for their omission explained.
Disclose the outcomes of all votes in a clear and transparent manner.
Where a significant proportion of votes (e.g. 20% of independent votes) have been cast against a resolution at any general meeting, the company should include, on a timely basis, an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result of the vote.
Include historical annual reports and other governance-related material, including notices of all general meetings over the last five years.
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Board committee work
Audit committee report
Remuneration committee report
Omitted Disclosure Declaration
AGM Voting outcomes
Annual reports
Notices of general meetings
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