The Board is accountable to the Company’s shareholders for good corporate governance and it is the objective of the Board to attain a high standard of corporate governance. The Board has adopted the Quoted Companies Alliance Corporate Governance Code (QCA Code) and the Corporate Governance Statement sets out how the Group complies with the 10 Principles of the QCA Code. The QCA Code can be found here.
Share Dealing Code
The Company has adopted, with effect from Admission, a share dealing code for the Directors and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during close periods in accordance with Rule 21 of the AIM Rules for Companies). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing code.
Anti-bribery and Corruption Policy
One of Zenova Group Plcs (the “Company”) core values is to uphold responsible and fair business practices. The Company is committed to promoting and maintaining the highest level of ethical standards in relation to all of its business activities. The Company’s reputation for maintaining lawful business practices is of paramount importance and this Policy is designed to preserve these values. Zenova Group Plc therefore has a zero-tolerance policy towards bribery and corruption and is committed to acting fairly and with integrity in all of its business dealings and relationships and implementing and enforcing effective systems to counter bribery.
The Audit and Risk Committee
The Audit and Risk Committee will be chaired by Don Nicolson and its other members are Fiona Rodford and Alain Gottesman, the majority of whom are independent non-executive directors. The Audit and Risk committee is expected to meet formally at least two times a year and otherwise as required. It will have the responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit and Risk Committee shall have unrestricted access to the Company’s auditors.
The Remuneration Committee
The Remuneration committee is chaired by Fiona Rodford and its other members are Don Nicolson and Alain Gottesman, the majority of whom are independent non-executive directors. The CEO and Finance Director will attend committee meetings as observers. The remuneration committee is expected to meet not less than once a year and at such other times as required. It will have responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, Chairman, and the executive directors, the company secretary, senior managers and such other members of the executive management as it is designated to consider. The remuneration committee will also have responsibility for determining (within the terms of the Company’s policy and in consultation with the Chairman of the Board and/or the chief executive officer) the total individual remuneration package for each executive director, the company secretary and other designated senior executives (including bonuses, incentive payments and share options or other share awards). The remuneration of non-executive directors will be a matter for the Chairman and executive directors of the Board. No director or manager will be allowed to partake in any discussions as to their own remuneration. In addition, the remuneration committee will have the responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. It will also have responsibility for recommending new appointments to the Board.
The Nomination Committee
The Nomination Committee is to comprise of Don Nicolson and Fiona Rodford, with Alain Gottesman as chair of the committee. The Nomination Committee’s main functions in relation to nominations will include, among other things, giving consideration to succession planning for Board members; identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise; evaluating the balance of skills, knowledge and experience on the Board; regularly reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations to the Board with regard to changes; reviewing the leadership needs of the Group, both executive and non-executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace; and making recommendations to the Board about the re-appointment of any Non-Executive Director at the conclusion of their specified term of office or retiring.