Role of the board

1. Strategy, Structure & Management

1.1.Responsibility for the overall management and operations of the Group

1.2 Approval of the Group’s long term objectives and strategic plan

1.3 Approval of annual business plan, operating and capital expenditure budget

1.4 Approval of any material increase to the budgeted capital and operating expenditure relating to capital projects in excess of £250,000

1.5 Review of performance in light of the Group’s strategy, objectives, business plans and budgets to ensure any necessary corrective action is taken

1.6 Substantial change in business, including the extension of business activities into new material business or decision to extend or cease all or any material business

1.7 Establishment and dissolution of country branches or new offices

1.8 Changes to the Gattaca Plc capital structure including increase or reduction of capital, share issues (above 10% pursuant to an employee equity incentive plan), share buy backs

1.9 Changes to Gattaca Plc's listing or its status as a plc

1.10 Changes to the Group's management and control structure

1.11 Major changes to the Group’s corporate structure, including merger, spin-off, purchase or sale of any shares or new assets, or the closure of active entities. 


2. Corporate governance

2.1. Changes to the structure, size and composition of the Plc Board, following recommendation from the Nominations Committee

2.2. Appointments to the Board, following recommendation from the Nominations Committee

2.3. Appointment or removal of the Chairman, Chief Executive Officer, Chief Financial Officer and Chief Operations Officer, following recommendation from the Nominations Committee, and approval of division of responsibilities between these roles

2.4. Membership, Chairmanship and terms of reference of Board committees

2.5. Determination as to the independence of directors

2.6. Continuation in office of directors at the end of their term of office

2.7. Continuation in office of any director at any time, including the suspension or termination of service of any director (having taken legal advice)

2.8. Appointment or removal of Company Secretary of Gattaca plc

2.9. Approval of appointment or removal of the Group's principal professional advisors (NOMAD, Broker & Auditor)

2.10. Compliance with AIM Rules, including a recognised Corporate Governance Code

2.11. Approval of Delegation of Authorities Policy & Matrix


3. Communications

3.1. Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting and all shareholder circulars, prospectuses and listing particulars

3.2. Trading announcements to the London Stock Exchange


4. Financial Reporting, Treasury & Controls

4.1 Approval of half-yearly report, trading-related announcements and any preliminary announcement of the final results

4.2 Approval of quarterly and annual consolidated Group accounts

4.3 Approval of the dividend policy

4.4 Declaration of the interim dividend and recommendation of the final dividend

4.5 Approval of any significant changes in accounting or treasury policies or practices (including foreign currency exposure) on the recommendation of the Audit Committee

4.6 The making of political donations

4.7 The making of charitable donations

4.8 Change in accounting or tax principles or practices

4.9 Banking and finance arrangements outside the normal course of business


5. People

5.1. Determination of the remuneration policy for, and actual remuneration of, directors, including any senior management share awards, following recommendations from the Remuneration Committee, and subject to the Articles of Association and shareholder approval as appropriate

5.2. Major changes to the rules, trustees or fund management arrangements of the Group (or any subsidiary entity) pension scheme

5.3. Any individual termination payment in excess of £100,000 (including bonuses, pilon, holiday pay and other accrued benefits)

5.4. Authority to approve any conflict of interest of a director or officer

5.5. Approval of any loans to directors

5.6. Approval of executive director expenses (delegated to the Chairman)


6. Legal

6.1. Entering into any service contract with an annual reoccurring cost and/or implementation cost in excess of £250,000

6.2. Entering into any service contract with termination penalties in excess of £250,000

6.3. Termination of any contract with a termination cost in excess of £100,000

6.4. Entering or amending terms of any lease agreement over 6 months, annual or equivalent rental in excess of £250,000

6.5. Entering into unbudgeted property leases with rental in excess of £50,000

6.6. Initiation, conduct or settlement of any litigation or other proceedings likely to involve costs (fees and settlement payments) or receipts in excess of £100,000 (having taken legal advice)


7.  Other

7.1. Any decision outside the ordinary course of business with an impact on cash flows or assets higher than £100,000

7.2. Any related party transaction involving the Group having an individual financial value exceeding £100,000

7.3. Approval of the overall levels of insurance for the Group

7.4. Material amendments to the following policies/statements reserved for the Board

7.4.1. Corporate Governance Statement of Compliance with the QCA Corporate Governance Code

7.4.2. Share Dealing Code

7.4.3. Anti-Bribery & Corruption

7.4.4. Anti-Facilitation of Tax Evasion

7.4.5. Code of Professional Conduct

7.4.6. Delegation of Authorities

7.4.7. Equal Opportunities

7.4.8. Whistleblowing

7.4.9. Health & Safety

7.4.10. Environmental

7.4.11. Modern Slavery

7.4.12. Tax Strategy Statement

 

Role of the Chairman

The Chairman and the Chief Executive collectively are responsible for the leadership of the Company. The Chairman’s primary responsibility is for leading the Board and ensuring its effectiveness whilst the Chief Executive is responsible for running the Company’s business.

The role of the Chairman includes:

Setting the Board agenda, ensuring that Directors receive accurate, timely and clear information to enable them to take sound decisions, ensuring that sufficient time is allowed for complex or contentious issues, and encouraging active engagement by all members of the Board;

Evaluating annually the performance of each Board member in his/her role as a Director, ensuring that the performance of the Board as a whole and its Committees is evaluated annually, and holding some meetings with the non-executive Directors without the executives being present;

Addressing the development needs of individual Directors to ensure that they have the skills and knowledge to fulfill their role on the Board and on Board Committees; Chairing the Nominations Committee, initiating change and planning succession in Board appointments (other than in relation to the appointment of a successor as Chairman) in accordance with procedures agreed from time to time by the Board;

Together with the Chief Executive approving annually the Group’s management development and succession plans for the Executive, and approving appointments and termination of employment of Executive Directors;
Together with the Chief Executive, providing input to the Remuneration Committee in relation to both its recommendations to the Board on the policy for the remuneration of the Executive Directors and its approval of the detailed terms of service of the Executive Directors and the Company Secretary;

Together with the Chief Executive, advising the Board in its determination of the fees of the Non-Executive Directors (other than the Chairman);

Being available to the Chief Executive to advise on matters relating to strategy and operations;


Role of the Chief Executive

The Chairman and the Chief Executive collectively are responsible for the leadership of the Company. The Chairman’s primary responsibility is for leading the Board and ensuring its effectiveness whilst the Chief Executive is responsible for running the Company’s business.

In fulfilling his executive role, the Chief Executive acts within the authority delegated to him by the Board. His specific responsibilities include:

  • Leading the members of the Executive, the Management Board and memebers of the Senior Leadership teams in the day to day running of the Group’s businesses;
  • Developing and presenting to the Board the strategy of the Group at both Group and business unit level;
  • Recommending to the Board an annual budget and medium term projections for the Group;
  • Reviewing on a monthly basis the operational performance and strategic direction of the Group’s businesses;
  • Managing the Group’s risk programmes of the businesses;
  • Together with the Chairman approving annually the Group’s management development and succession plans for the Executive, and approving appointments and termination of employment of Executive Directors;
  • Approving annually the Group’s management development and succession plans for senior management, and approving appointments and termination of employment of staff at Leadership 2 and below;
  • Together with the Chairman, briefing and obtaining the views of the Non-Executive Directors on general and specific matters;
  • Together with the Chairman,  providing input to the Remuneration Committee in relation to both its recommendations to the Board on the policy for the remuneration of the Executive Directors and its approval of the detailed terms of service of the Executive Directors and the Company Secretary;
  • Making recommendations to the Audit Committee on the appointment and termination of the Head of Corporate Audit;
  • Ensuring that an adequate programme is in place to maintain an appropriate level of contact with major shareholders and, together with the Chairman, ensuring that their views are communicated to the Board;
  • In conjunction with the Chairman (as necessary), representing the Company to customers, suppliers, government, shareholders, financial institutions and the community;
  • In conjunction with the Chief Financial Officer, with input from the Board and Executive, keeping the company’s investment story current. Presenting the results and future of the company to financial institutions, brokers, analyst's and the financial press. Working alongside our in-house broker, financial PR Agency MHP and research providers to maximise interest in the Group story;
  • Be involved with key bids, tenders and major client presentations for the Group; and
  • Attending networking events to develop high level relationships with new and existing clients.

Role of the Non-Executive

The Non-Executive Directors strengthen the Board and provide an independent viewpoint, using their experience and expertise to provide independent advice and objectivity, and they have a role in monitoring executive management. They provide outside experience of the workings of other companies and industries and should have beneficial sector contacts and experience gained in previous businesses. This should provide comfort to a company’s suppliers, Bankers and funders.

The Non-Executive Directors have letters of appointment stating their annual fee and that their appointment is subject to satisfactory performance and their re-election at forthcoming AGMs.

Their appointment may be terminated within a maximum of six months’ written notice at any time. Copies of the letters of appointment will be available for inspection prior to and during the AGM and are also available for inspection at the Company’s registered office during normal business hours.

The remuneration of the Chairman and the Non-Executive Directors is determined by the Board within the limits set out in the articles of association, including reviewing the level of fees paid by comparator companies.
The Chairman and the Non-Executive Directors do not participate in any meeting at which discussions in respect of matters relating to their own position take place.

Their specific responsibilities include:

  • To provide an independent viewpoint;
  • To contribute to the creation of a sound business plan, policy and strategy;
  • To review plans and budgets which will implement policy and strategy;
  • To act as a confidential sounding board for the CEO and to keep the focus of the CEO;
  • To objectively assess the company’s overall performance;
  • To ensure good Corporate Governance;
  • To provide outside experience of the workings of other companies and industries and should have beneficial sector contacts and experience gained in previous businesses;
  • To communicate clearly with fellow directors;
  • To exercise tact and skill to work with the executive directors, providing support and encouragement where difficult decisions are being made; and
  • To provide contacts with and/ or comfort to the company’s key clients and clients as necessary.