Directors Responsibilities and Corporate Governance
The Company will hold timely board meetings periodically and as issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Group and establishing the policies of the Company. It is the Board’s responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company on behalf of the Shareholders, to whom the Directors are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Group’s approach to risk management.
Remuneration Committee Report
The remit of the Remuneration Committee is to determine the framework, policy and level of remuneration, and to make recommendations to the board on the remuneration of executive directors. In addition, the committee oversees the creation and implementation of all-employee share plans. The Remuneration Committee will consist of Brian Berg, Chairman, Claire Blunt and Mark Adams, and will meet once per year.
In setting remuneration packages the committee carries out a benchmarking exercise to ensure that individual compensation levels, and total board compensation, are comparable with those of other similar AIM-listed companies.
During the period under review the Remuneration Committee has granted options to executive directors and employees of the company. In granting these options, the Remuneration Committee’s objective was to attract, motivate and retain key staff over the long term, designed to incentivise delivery of the company’s growth objectives. Please view the Renumeration Committees terms of reference here.
Audit Committee Report
The Audit Committee’s continued focus is on the effectiveness of the controls throughout the group. The Audit Committee will consist of Mark Adams, Chairman and Claire Blunt. The committee will meet once per year, with the external auditor, the CFO and CEO will be invited to attend these meetings. Consideration will be given to the auditor’s pre- and post-audit reports and these will provide opportunities to review the accounting policies, internal control and the financial information contained in both the annual and interim reports. Please view the Audit Committees terms of reference here.
Nominations Committee Report
The Committee’s mandate is to identify and nominate for the approval of the Board, candidates to fill Board and Committee vacancies as and when they arise. It shall do so pursuant to the Articles of Association of the Company and, where relevant, any subsidiaries of the Company, except as otherwise set out in these terms of reference. The Committee shall carry out the duties for the Company, and as appropriate, any subsidiaries of the Company and the group as a whole. The Nomination Committee will consist of Claire Blunt, Chairman, Mark Adams and Brian Berg. Please view the Nomination Committees terms of reference here.
All members of the board believe strongly in the value and importance of good corporate governance and in our accountability to all of OMIP’s stakeholders, including shareholders, staff, clients and suppliers. In the statement below, we explain our approach to governance, and how the board and its committees operate.
Changes to AIM rules on 30 March 2018 require AIM companies to apply a recognised corporate governance code by 28 September 2018. The corporate governance framework which the group operates, including board leadership and effectiveness, board remuneration, and internal control is based upon practices which the board believes are proportional to the size, risks, complexity and operations of the business and is reflective of the group’s values. Of the two widely recognised formal codes, we have therefore decided to adhere to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26).
The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. The board considers that it does not depart from any of the principles of the QCA Code.
Please review full details of the company’s Corporate Governance here
Directors share dealing code
The Company has adopted, and will operate where applicable, a share dealing code for Directors and applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.
The UK City Code on Takeover & Mergers applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.