Board committees

The Audit Committee has the primary responsibility for 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 meets no less than three times in each financial year and has unrestricted access to the Knights Group’s external auditors. The members of the Audit Committee include only independent non-executive Directors, and the Chair has recent and relevant financial experience with competence in accounting and auditing. Gillian Davies chairs the Audit Committee and Jane Pateman is also on the Committee.

The Remuneration Committee reviews the performance of the executive directors and makes 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 meets 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 comprise only independent non-executive Directors. The Remuneration Committee is chaired by Jane Pateman, and Dave Wilson and Gillian Davies are also on the Committee.

The Disclosure Committee enforces 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 the publication of such an announcement as soon as possible in accordance with the provisions of MAR and the AIM Rules for Companies. The Disclosure Committee meets 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), Dave Wilson (Non-Executive Chairman) and Lisa Bridgwood (Company Secretary). However, the constitution may change as appropriate to the relevant circumstances being considered by the Committee.