The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have decided to apply the principles set out in the Corporate Governance Code for small and mid-sized companies published by the QCA in April 2018 (the ‘‘QCA Code’’).
The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies.
The Board comprises five Directors, two of whom are Executive Directors and three of whom are Non-Executive Directors, reflecting a blend of different experiences and backgrounds. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities as a public company, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision-making.
The Board meet regularly to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Knights Group’s progress towards its goals. The Company has established an audit committee (the ‘‘Audit Committee’’) and a remuneration committee (the ‘‘Remuneration Committee’’) with formally delegated duties and responsibilities and with written terms of reference. Each of these committees meet regularly and at least two times a year. The Board has elected not to constitute a dedicated nomination committee, instead retaining such decision-making with the Board as a whole. The Board has also constituted a disclosure committee (the ‘‘Disclosure Committee’’) to enforce the Knights Group's inside information policy and ensure compliance with the Market Abuse Regulation (MAR) and the AIM Rules for Companies in respect of inside information.
From time to time, separate committees may also be set up by the Board to consider specific issues when the need arises.
The Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Knights Group is properly measured and reported on. It will receive and review reports from the Knights Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Knights Group. The Audit Committee meet not less than three times in each financial year and have unrestricted access to the Knights Group’s external auditors. The members of the Audit Committee include only independent non-executive Directors and the chairman has recent and relevant financial experience with competence in accounting and auditing. The Audit Committee comprises Steve Dolton and Richard King and is chaired by Steve Dolton.
The Remuneration Committee review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meet as and when necessary, but at least twice each year. In exercising this role, the Directors have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The members of the Remuneration Committee include only independent non-executive Directors. The Remuneration Committee comprises Richard King and Steve Dolton and is chaired by Richard King.
The Disclosure Committee enforce the Knights Group's inside information policy and, in particular, assess whether information is 'inside information' and resolve queries about its materiality. For example, the committee will determine whether an announcement is required in respect of any such inside information and procure as soon as possible such announcement in accordance with the provisions of MAR and the AIM Rules for companies. The Disclosure Committee meet regularly throughout the financial year and, in particular, during periods of heightened market sensitivity. The current members of the Disclosure Committee are Kate Lewis (CFO), Bal Johal (Non-Executive Chairman) and Lisa Bridgwood (Company Secretary), however, the constitution may change as appropriate to the relevant circumstances being considered by the committee.