Governance and Corporate Structure

Board of Directors

  • Members
    Chair: Albert Ganyushin
    Members: Alessandro Zamboni, Enrico Camerinelli, David Bull, Alexandra Galligan
  • The Directors recognise the importance of sound corporate governance and the Enlarged Group will adopt the QCA Code, as published by the Quoted Companies Alliance.

Statement of compliance with the QCA corporate governance code

Audit Committee

  • Members
    Chair: David Bull
    Members:  Enrico Camerinelli, Albert Ganyushin, Alexandra Galligan
  • The Audit Committee will be responsible, amongst other things, for making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing the integrity of the Company’s financial statements and any formal announcements on the Company’s financial performance as well as reports from the Company’s auditors on those financial statements. In addition, the Audit Committee will review the Company’s internal financial control and risk management systems to assist the Board in fulfilling its responsibilities relating to the effectiveness of those systems, including an evaluation of the capabilities of such systems in light of the expected requirements for any specific acquisition target. The Audit Committee will meet at least twice a year, or more frequently if required.

Audit committee terms of reference

Remuneration Committee

  • Members
    Chair: Alexandra Galligan
    Members:  Albert Ganyushin, Enrico Camerinelli, David Bull
  • The Remuneration Committee will assist the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Company’s remuneration policy and determining the individual remuneration and benefits package of each of the executive Directors. The Remuneration Committee will also ensure compliance with the Corporate Governance Code in relation to remuneration wherever possible. The Remuneration Committee will meet not less than twice each year.

Remuneration committee terms of reference

Nomination Committee

  • Members
    Chair: Albert Ganyushin
    Members: Enrico Camerinelli, David Bull, Alexandra Galligan
  • The Nomination Committee will be responsible, amongst other things, for reviewing the structure, size and composition of the Board and ensuring that it is comprised of the right balance of skills, knowledge and experience, identifying and nominating for approval candidates to fill any vacancies on the Board as and when they arise, giving full consideration to succession planning for the Company and making recommendations as to the composition of the other committees of the Board. The Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Company’s Nomination Committee will meet this requirement in due course. The Nomination Committee will meet not less than twice a year.

Terms of reference of the nomination committee

Disclosure Committee

  • Members
    Chair: Alessandro Zamboni
    Members:  David Bull, Albert Ganyushin
  • The Disclosure Committee will be responsible for ensuring timely and accurate disclosure of all information that is required to be so disclosed to the market to meet the legal and regulatory obligations and requirements. The Disclosure Committee must have at least two members and will meet at such times as shall be necessary or appropriate. Members of the Disclosure Committee are appointed by the Board. The Disclosure Committee will meet as often as necessary to fulfil its responsibilities.

Disclosure committee terms of reference