QCA CORPORATE GOVERNANCE DISCLOSURES
Website disclosures and signposting
Our investor section on the website is here.
Our latest Annual Report can be found here.
Within this Annual Report are:
– The Director’s business strategy and model can be found here.
– Our risk register can be found here.
– Our audit committee report can be found here.
– Our remuneration report and policies can be found here.
– Our corporate social responsibility (CSR) report can be found here.
The outcome of the latest AGM voting can be found here.
The previous 5 years’ annual report and AGM notices can be found here.
(Please note that the previous Annual Report & Financial Statements PDFs listed were for “SCISYS PLC”.)
THE AUDIT COMMITTEE
The Audit Committee is chaired by David Coghlan, comprises himself and Mike Love and meets twice a year. The Financial Director and external auditors attend by invitation. The Audit Committee advises the Board on the appointment, independence and objectivity of the external auditors, as well as on their remuneration, both on audit and non-audit work. It also discusses the nature, scope and results of the audit with the external auditors. The Audit Committee reviews external audit activities, monitors compliance with statutory requirements for financial reporting and reviews the half-year and annual accounts, before they are presented to the Board for approval. It is also required to review the effectiveness of the Company’s internal control systems, to review the statement on internal control systems prior to endorsement by the Board and to consider, from time to time, the need for a ‘risk sub-committee’ to assist in monitoring the internal control systems. In accordance with best practice, the Audit Committee reviews the need for an internal audit function once a year.
THE REMUNERATION COMMITTEE
The Remuneration Committee comprises Mike Love and David Coghlan. It is responsible for recommending to the Board the contract terms, remuneration and other benefits of the company’s CEO, COO, Chairman, the executive directors, the company secretary and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors is a matter for the Chairman and the executive members of the Board. No director or manager shall be involved in any decisions as to their own remuneration.
THE NOMINATION COMMITTEE
The Nomination Committee currently comprises of Mike Love and David Coghlan. Meetings are arranged as necessary. The Committee is responsible for nominating candidates (both Executive and Non-Executive) for the approval of the Board, to fill vacancies or appoint additional persons to the Board.
All Directors are required to seek election by shareholders at the first opportunity after their appointment and must stand for re-election to the Board every three years under the Company’s Articles of Association.
SCISYS is committed to maintaining good communications with investors. Normal shareholder contact is the responsibility of the Non-Executive Chairman together with the Chief Executive Officer and the Financial Director.
There is regular dialogue with institutional investors who, along with analysts, are invited to presentations immediately after the announcement of the group’s interim and full year results. Shareholders have the opportunity to meet and question the Board at the AGM. The Independent Non-Executive Director and Chairmen of the Audit, Remuneration and Nomination Committees will be available to answer questions. A detailed explanation of each item of special business to be considered at the AGM is included with the Notice of Meeting which is usually sent to shareholders at least 20 working days before the meeting. All resolutions proposed at the AGM are taken on a poll vote. This follows best practice guidelines and enables all votes to be counted, not just those of shareholders who attend the meeting.