||Maintain the board as a well-functioning, balanced team led by the chair
||The names of the directors who served during the year ended 30 April 2019 are set out on page 41 of our 2019 Annual Report.
The names of the current directors are available on our website: https://www.tungsten-network.com/about-us/
The Board consists of five Directors: the Chairman, one Executive Director and three Non-Executive Directors. The Company has recently recruited a new CEO who will join the Board as an Executive Director upon appointment on 2 September 2019.
Our 2019 Annual Report sets out the time commitment required by directors and confirms the number of board and committee meetings during the year and the attendance of directors at those meetings.
||Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
||The names, background, and experience of the current directors is available on our website: https://www.tungsten-network.com/about-us/
Our 2019 Annual Report includes disclosures on the skills and experiences each director brings to the Board, director training, how the directors keep their skillset up to date, and any other internal advisory roles.
||Promote a corporate culture that is based on ethical values and behaviours
||The Board recognises that a corporate culture based on sound ethical values and behaviours is an asset. The Company endeavours to conduct its business with integrity, in an ethical, professional and responsible manner, treating our employees, customers, suppliers and partners with courtesy and respect.
The Company ensures that ethical values and behaviours are followed with a set of internal policies and procedures on matters such as an anti-corruption and whistleblowing. The Group’s anti-corruption procedures state that the Company and its subsidiaries intend to conduct business in an honest and ethical manner. A zero-tolerance approach is taken to bribery and corruption and the Company is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates and to implementing and enforcing effective systems to counter bribery and corruption. The Company has a whistleblowing procedure under which staff may report any suspicion of fraud, financial irregularity or other malpractice to any Executive Director. An amended policy, recommended by the Audit Committee was adopted by the Board during the year.
The Board intends to further develop its assessment of the recognition of corporate culture and ethical values during the year, and will enhance disclosures in these areas on our website and in our 2019 Annual Report.
||Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
||The Board continues to develop procedures to ensure effective corporate governance of the Group.
The Chairman and Chief Executive Officer have separate, clearly defined roles. The Chairman is responsible for overseeing the Board and upholding the highest levels of probity and corporate governance throughout the Company, particularly at Board level. The Chief Executive is responsible for running the business of the Group within the authorities delegated to him by the Board. Further details of the division of these responsibilities can be found on page 40 of the 2019 Annual Report.
The Board has responsibility for the overall leadership of the Company and setting the Company’s values and standards and for approving the Group’s strategic aims and objectives The Board has a schedule of matters reserved for the Board which requires the following key matters to be carried out by the Board:
- Approvals of the annual operating and capital expenditure budgets and any material changes to them;
- Oversight of the group’s operations ensuring competent and prudent management, sound planning, maintenance of sound management and internal control systems, adequate accounting and other records and compliance with statutory and regulatory obligations;
- Review of performance in light of the group’s strategic aims, objectives and business plans and budgets and ensuring that any necessary corrective action is taken;
- Extension of the group’s activities into new areas;
- Decisions to cease to operate any material part of the group’s business;
- Changes to the group’s capital structure;
- Approval of the financial statements, annual report and accounts, material contracts and major projects;
- Approval of the dividend policy and dividend payments;
- Approval of the group’s internal control and risk management systems and structures;
- Approval of major capital projects, contracts and investments;
- Approval of communications with shareholders and the market;
- Approval of Board membership and other senior appointments and any changes
The Board has an Audit Committee, a Nomination Committee and a Remuneration Committee, which operate under written terms of reference.
The main duties of the Audit Committee are set out in its Terms of Reference and include the following:
- To monitor the integrity of the financial statements of the Company, including its annual and half-year reports
- To review and challenge where necessary any changes to, and consistency of, accounting policies, whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor, the going concern assumption and all material information presented with the financial statements
- To keep under review the effectiveness of the Company’s internal control systems (including financial, operational and compliance controls and risk management) and to review and approve the statements to be included in the Annual Report concerning internal controls and risk management
- To review the adequacy of the Company’s compliance, whistleblowing and procedures for detecting fraud
- To consider and make recommendations to the Board, to be put to shareholders for approval at the Annual General Meeting, in relation to the appointment, reappointment and removal of the Company’s external auditor
- To oversee the relationship with the external auditor including approval of their remuneration, approval of their terms of engagement, annual assessment of their independence and objectivity taking into account relevant professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of any non-audit services
- To meet regularly with the external auditor and at least once a year, without any Executive Director or other member of management present to discuss any issues arising from the audit
- To review and approve the Audit Plan and review the findings of the audit
The main duties of the Remuneration Committee are set out in its Terms of Reference and include the following:
- Setting the remuneration policy for the Executive Directors and the Company’s Chairman, including pension rights and compensation payments
- In determining such policy, to take into account relevant legal and regulatory requirements, and the provisions and recommendations of the QCA Code, the QCA’s Remuneration Committee Guide and associated guidance
- Recommending and monitoring the level and structure of remuneration for senior management
- When setting the remuneration policy for Executive Directors, to review and have regard to pay and employment conditions across the Group
- To review the appropriateness and relevance of the remuneration policy
- To appoint and determine the terms of reference for any remuneration consultants who advise the committee
- To approve the design of and determine the targets for any schemes of performance related remuneration and approve the total remuneration paid under such schemes
- To review the design of all share incentive plans for approval by the Board
- To determine the policy and scope of pension arrangements for Executive Directors and other designated senior executives
- To oversee any major changes in employee benefits structure throughout the Group
The main duties of the Nomination Committee are set out in its Terms of Reference and include the following:
- To keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace
- To keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates
- To be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise
- To formulate plans for succession for both Executive and Non-Executive Directors and in particular for the key roles of Chairman and Chief Executive
- To assess the reappointment of any Non-Executive Director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required
- To assess the re-election by shareholders of any Director having due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required and the need for progressive refreshing of the Board
The Schedule of Matters Reserved for the Board and the Board Committees’ Terms of Reference are available on our website: https://www.tungsten-network.com/about-us/investor-relations/
The Board will continue to develop its governance framework as the Company evolves.