Policies & Committees
The Board consists of eight directors, five of whom are considered to be independent.
The board will be responsible for, among other things, strategy, budget, performance, approval of major capital expenditure and the framework of internal controls. The board has established an Audit Committee, Remuneration Committee and a Nomination Committee, with formally delegated duties and responsibilities.
The Audit Committee comprises Chris Batterham and Alison Fielding. Chris Batterham is Chair, and brings an exceptional breadth of relevant skills to the Nanoco Board, with his background in financial, commercial and international operations across the technology sector.
The Audit Committee’s primary responsibilities are to review and monitor:
- the annual report and accounts and preliminary and interim results and statements of the Company;
- the appropriateness of accounting policies and the critical judgements and estimates;
- the relevance of developments in accounting and reporting requirements;
- the effectiveness of internal controls and risk management systems;
- the auditor’s plan for the year-end audit;
- the formal engagement terms, performance, objectivity and independence of the auditors including the extent of non-audit work undertaken by the auditors; and
- the audit and non-audit fees of the auditors.
The Remuneration Committee comprises Alison Fielding, who is Chair of the Committee, and Chris Batterham. The Committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and for setting the remuneration of individual directors.
The Nominations Committee comprises Christopher Richards, who is Chairman of the Committee, Alison Fielding and Chris Batterham. Under normal circumstances, the Nominations Committee will meet not less than twice a year to assist the Board in discharging its responsibilities relating to the composition and make-up of the Board and any Committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or Committee members as the need may arise.
The Nominations Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and Committees of the Board, retirements and appointments of additional and replacement Directors and Committee members, and makes appropriate recommendations to the Board on such matters.
Internal Control
The board is responsible for establishing and maintaining The Group’s system of internal controls. Internal control systems are designed to meet the particular needs of The Group, and to address the risks to which it is exposed. By their nature, internal control systems are designed to manage rather than eliminate risk, and can provide only reasonable and not absolute assurance against material misstatement or loss. As stated, primary responsibility for monitoring the quality of internal controls has been delegated to the Audit Committee.
Shareholder Communication
The directors seek to visit institutional shareholders at least twice a year. In addition, all shareholders are welcome to attend the Company’s annual general meeting, where there is an opportunity to question the directors as part of the agenda, or more informally after the meeting. Communication with shareholders is seen as an important part of the board’s responsibilities, and care is taken to ensure that all price sensitive information is made available to all shareholders at the same time.