The Smarter Web Company Plc (the “Company”) has adopted the UK Corporate Governance Code. Where the Company does not comply with a specific provision, it will provide an explanation in its annual report.
The UK Corporate Governance Code sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. It also recommends that the Board of Directors (the “Board”) should identify the directors it considers to be independent and sets out circumstances which may, or could, impair a director’s independence.
A majority of the Board comprises independent Non-Executive Directors. The Company complies with all recommendations of the UK Corporate Governance Code, with the exception of the recommendation that more than half of the Board (excluding the Chair) should be independent Non-Executive Directors. Although the Board deems the current composition to be appropriate at this stage in the Company’s development, it intends to comply with this requirement of the UK Corporate Governance Code and will actively seek to appoint a further independent Non-Executive Director in due course subject to identifying appropriate candidates.
The Board has established the Disclosure Committee to ensure timely and accurate disclosure of all information that is required to be disclosed to the market to meet the legal and regulatory obligations and requirements arising from the listing of the Company’s securities on the London Stock Exchange, including the Disclosure Guidance and Transparency Rules, UK Listing Rules and the UK Market Abuse Regulation.
The Disclosure Committee will meet at such times as shall be necessary or appropriate, as requested by any member of the committee. Under the terms of reference for the Disclosure Committee, the Disclosure Committee must have at least three members and at least one member must be an Executive Director.
The initial members of the Disclosure Committee are the Chief Executive Officer, the Chief Financial Officer and the nominated representative of the Company Secretary. The committee is chaired by Albert Soleiman.
The Nomination Committee assists the Board in reviewing the structure, composition and make-up of the Board and any committees of the Board, succession planning, evaluating the balance of skills, experience, independence and knowledge on the Board and leading the process for Board appointments and making recommendations to the Board on such matters. It is also responsible for assisting with any evaluation process to assess the overall and individual performance of the Board and its committees and reviewing the policies on diversity and progress on achieving objectives under the policy.
The terms of reference of the Nomination Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Nomination Committee to carry out its duties.
The UK Corporate Governance Code recommends that a majority of the members of the Nomination Committee should be independent Non-Executive Directors. As the UK Corporate Governance Code does not restrict the chair of the Company from being a member of the Nomination Committee, the Company’s three independent Non-Executive Directors (Sean Wade, Randal Casson and Martin Thomas) will be the initial members of the Nomination Committee and the Company will comply with the UK Corporate Governance Code recommendation.
The Nomination Committee is made up of a minimum of three members. The Nomination Committee is chaired by Sean Wade.
The Nomination Committee will meet at least once per year and otherwise as the chair of the committee, or a majority of the committee members, shall require.
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on remuneration, determining the individual remuneration packages, including pension rights and any compensation payments of each of the Company’s Chief Executive Officer, Chief Financial Officer, Chair of the Board and senior management team. The Remuneration Committee is also responsible for considering and making recommendations to the Board with regard to the design and targets in relation to share plans and equity incentive plans and reviewing the ongoing appropriateness and relevance of the remuneration policies of the Company.
The terms of reference of the Remuneration Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Remuneration Committee to carry out its duties.
The UK Corporate Governance Code, as it would apply to the Company from any Admission, recommends that the Remuneration Committee should comprise at least two members, both of whom should be independent Non-Executive Directors. The Chair of the Board should not be a member of the Remuneration Committee if he was not “independent” on appointment and, in any case, should not chair the Remuneration Committee. The chair of the Remuneration Committee is required to have served on a remuneration committee for at least 12 months. As the UK Corporate Governance Code does not restrict the chair of the Company from being a member of the Nomination Committee, the Company’s three independent Non-Executive Directors (Sean Wade, Randal Casson and Martin Thomas) will be the initial members of the Nomination Committee and the Company will comply with the UK Corporate Governance Code recommendation.
The Remuneration Committee shall comprise a minimum of two members, who shall be independent Non-Executive Directors. The Remuneration Committee is chaired by Randal Casson.
The Remuneration Committee will meet at least two times a year and otherwise as the chair of the committee, or a majority of the committee members, shall require.
The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company’s annual and half-yearly financial statements, making recommendations on the appointment, reappointment and removal of the external auditor, monitoring the independence of the external auditor, reviewing the objectivity and effectiveness of the audit process and reviewing the scope of the audit and non-audit work undertaken by the external auditor.
The terms of reference of the Audit and Risk Committee cover such issues as membership and the frequency of meetings together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Audit and Risk Committee to carry out its duties. In addition, the internal audit function has a direct reporting line to the Audit and Risk Committee. The terms of reference also set out the authority of the committee to carry out its responsibilities.
The UK Corporate Governance Code, as it would apply to the Company from Admission, recommends that the Audit and Risk Committee comprise at least two members who are both independent Non- Executive Directors and includes one member with recent and relevant financial experience. The Chair of the Board should not be a member of the Audit and Risk Committee. Randal Casson and Martin Thomas shall be the initial members of the Audit and Risk Committee and the Company will comply with the UK Corporate Governance Code recommendation.
The Audit and Risk Committee shall comprise a minimum of two members who shall be independent Non-Executive Directors and at least one member must have recent and relevant financial experience. The Audit and Risk Committee is chaired by Randal Casson.
The Audit and Risk Committee will meet at least two times a year and otherwise as the chair of the committee shall require and as requested by the internal or external auditor or any member of the committee.
