UK Corporate Governance Statement
The Chairman and Directors support and takes responsibility for high standards of corporate governance. Changes to AIM rules in 2018 now require AIM companies to comply or explain against a recognised corporate governance code. Chariot has decided to adhere to the Quoted Companies Alliance’s (QCA) Corporate Governance Code. The QCA Code is constructed around ten broad principles, which are detailed in the attached, along with the approach taken in respect of each principle at Chariot. The Board is not aware of any departure from the principles of the QCA Code.
The workings of the Board and its Committees
The Board of Directors operates within the framework described below.
The Board of Directors
The Board meets frequently to consider all aspects of the Group’s activities. A formal schedule of matters reserved for the Board has been issued and approved and includes overall strategy and approval of major capital expenditure.
The Board consists of the Chairman, Chief Executive Officer and Non-Executive Directors. All Directors have access to the advice and services of the Company Secretary and the Group’s professional advisors.
Corporate Governance Committee
The Corporate Governance Committee comprises Chris Zeal (Chairman) and Robert Sinclair.
The purpose and objectives of the Corporate Governance Committee is to provide a structured mechanism to consider corporate governance at Chariot. It provides detail of all material corporate governance issues affecting the Group and makes recommendations to the Board on these issues. It also aims to monitor all developments and emerging best practice in Corporate Governance and to ensure of their adoption by Chariot at the appropriate juncture. Furthermore, the Corporate Governance Committee provides an overview on the effectiveness of the Board as a whole, each Board committee and the individual directors in their roles as Board/Board Committee members.
The Corporate Governance committee meets as often as is required to achieve its objectives and at a minimum meets separately from the rest of the Board at each of the dates agreed for Board meetings throughout the year.
The Remuneration Committee comprises George Canjar (Chairman) and Chris Zeal.
The purpose of the Remuneration Committee is to make recommendations to the Board on an overall remuneration policy for Executive Directors and other senior executives in order to retain, attract and motivate high quality executives capable of achieving the Group’s objectives.
Further it serves the purpose of demonstrating to shareholders that the remuneration of the Executive Directors for the Group is set by a committee whose members have no personal interest in the outcome of their decision and who will have due regard to the interests of the shareholders.
The Audit Committee comprises Robert Sinclair (Chairman) and Adonis Pouroulis.
This Committee meets at least twice each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues.
The Audit Committee is responsible for monitoring the quality of any internal controls and for ensuring that the financial performance of the Group is properly monitored, controlled and reported on. It also meets the Group’s auditors and reviews reports from the auditors relating to accounts and any internal control systems.
The Nomination Committee comprises George Canjar (Chairman) and Adonis Pouroulis.
The Committee is responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions, as and when they arise.
Relations with Shareholders
Communications with shareholders are given a high priority by the Board of Directors, who take responsibility for ensuring that a satisfactory dialogue takes place. Directors plan to meet with the Group’s institutional shareholders following the announcement of interim and final results and at other appropriate times. The Directors are also in regular contact with stockbrokers’ analysts and hold calls for Private Investors at least twice a year. The AGM is held in London (moved from Guernsey so that this would be more accessible) and shareholders are encouraged to attend.
The Company ensures that all shareholders and investors have equal access to the Company’s information, and it has procedures to ensure that all price sensitive information will be disclosed to the London Stock Exchange, and subsequently its corporate website, in accordance with continuous disclosure requirements.
The Directors acknowledge their responsibility for the Company’s system of internal control and for reviewing its effectiveness.
The system of internal control is designed to safeguard the Company’s assets and interests and to help ensure accurate reporting and compliance with applicable laws and regulation.
Despite the inherent presence of certain limitations in any system of internal control, the Board considers that the Company’s existing systems operated effectively throughout the year.