As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code. However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.
Audit Committee
The Audit Committee comprises David Sefton, Will Muirhead and Richard Thompson. The Board is satisfied that at least one member of the committee has recent, relevant, financial experience. The main roles and responsibilities include:
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to monitor in discussion with the auditors the integrity of the financial statements of the Company, and any formal announcements relating to the Company’s financial performance, reviewing significant financial reporting judgments contained in them;
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to review the Company’s internal financial controls and, unless expressly addressed by a separate board risk committee composed of independent directors, or by the board itself, to review the Company’s internal control and risk management systems;
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to monitor and review the effectiveness of the Company’s internal audit functions and, where there is no internal audit function, consider annually whether there is a need for an internal audit function and make a recommendation to the board;
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to make recommendations to the board, for it to put to the shareholders for their approval in the general meeting, in relation to the appointment, reappointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor;
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to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;
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to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant external guidance regarding the provision of non-audit services by the external audit firm; and to report to the board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;
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to review arrangements by which staff of the Company may, in confidence raise concerns about possible improprieties in matters of financial reporting or other matters and ensure that arrangements are in place for the proportionate and independent investigation of such matters with appropriate follow-up action
Remuneration Committee
The Remuneration Committee will comprise David Sefton, Will Muirhead and Richard Thompson. The Committee’s responsibilities will include:
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to determine and agree with the board the framework or broad policy for the remuneration of the chief executive, the chairman of the Company (where executive) and such other members of the executive management as it is designated to consider;
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to make recommendations and monitor the level and structure of remuneration for senior management;
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to set the remuneration of non-executive directors (including the chairman if non-executive);
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to determine and approve targets for any performance-related pay schemes operated by the Company;
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to ensure that contractual terms on termination, and any payments made, are fair to the individual and the Company;
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within the terms of the agreed policy, to determine the total individual remuneration package of each executive director including, where appropriate, bonuses, incentive payments and share options;
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to co-ordinate closely with the Nomination Committee in relation to the remuneration to be offered to any new executive director;
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to be aware of and advise on any major changes in employees benefit structures throughout the Company or group;
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to agree the policy for authorising claims for expenses from the chief executive and chairman.
Nomination Committee
As the size and operations of Iconic Labs plc change, the Company will need to consider whether the skills and characteristics of its Board are appropriate. The Nomination Committee will comprise John Quinlan, Will Muirhead and David Sefton and their responsibilities will include:
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to interview and consider potential appointments and reappointments to the Board of the Company;
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to assess the skills and experience of the Board to ensure any deficiencies are addressed with new appointments;
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to ensure that Directors are placed up for renewal and/or re-election as required under the Company’s constitution.
Share Dealing Policy
The Board has implemented high level internal controls to ensure compliance with the Market Abuse Regulations as it applies to employees dealing in shares of the Company. This document will be reviewed regularly at Board meetings.
Bribery and Corruption Policy
The Board will adopt a Bribery and Corruption Policy consistent with the requirements of the UK Bribery Act 2010. Compliance with the policy will be regularly reviewed at Board meetings.
