For the purpose of AIM Rule 26, the recognised corporate governance code that the Board has decided to adopt is the Quoted Companies Alliance Corporate Governance Code (‘QCA Code’). The full statement of compliance with the QCA code can be viewed here.
The Board believes the QCA Code provides the most appropriate framework of governance arrangements for the Company, considering the size and stage of development of the Company’s business. The following information is a summary of how we currently comply with the key principles listed in the QCA code:
The Board meets at least five times a year and in addition to the formal scheduled meetings, the Board holds informal discussions with Executive Directors and senior operational managers.
The Board has a schedule of matters reserved for its approval which includes strategy, acquisition and disposal of subsidiaries and intellectual property, annual budgets and progress to the achievement of these budgets, reviews of any significant risks facing the Group, receiving reports on the views of Company shareholders, consideration of major capital projects, and significant financing matters.
The Board has delegated certain powers and duties to the Board Committees, all of which operate within clearly defined terms of reference and in accordance with the Code, where applicable.
Last updated 21 September 2022
The Audit Committee is chaired by Richard Steele and the other committee members are Stephen Davidson and Kirsten English. The Audit Committee determines and examines matters relating to the financial affairs of Actual Experience including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company.
The Remuneration Committee is chaired by Stephen Davidson and the other committee members are Richard Steele and Kirsten English. The independent Executive Chair sits on the Remuneration Committee. The Remuneration Committee reviews and makes recommendations in respect of the Directors' remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees under the Share Option Scheme.
The Nominations Committee is chaired by the independent Executive Chair, Kirsten English, and the other committee members are Richard Steele and Stephen Davidson. The Nominations Committee monitors the size and composition of the Board and the other Board Committees, is responsible for identifying suitable candidates for Board membership and monitors the performance and suitability of the current Board on an ongoing basis.