The Board recognises the value of good Corporate Governance and can confirm that it complies with the Quoted Companies Alliance Corporate Governance Code 2018 (the 'QCA Code') as required by the AIM Rules, as well as other corporate governance standards that are appropriate and relevant to our culture, status, profile, size and circumstances.

The Company has applied the ten principles of the QCA Code throughout the year and the Board can confirm that the Company has complied with the QCA Code and its internal control requirements for the period under review. The Code and these standards are integrated into the Group’s operations and work to support the achievement of our strategic objectives.

Whilst day-to-day operational decisions are managed by the Chief Executive Officer, certain strategic decision-making powers and authorities of the Company are reserved as matters for the Board.

Role of the Board

The Board of Directors (the ‘Board’) is collectively responsible to the Group’s shareholders for the long-term success of the Group. This responsibility includes matters of strategy, performance, resources, standards of conduct and accountability as well as having regard for our employees, customers, suppliers and the impact of our activities on both the environment and the communities in which we operate.

Matters reserved for the Board

Matters reserved for the Board include, but are not limited to:

  • Determine the Group’s overall strategy and direction
  • Ensure appropriate adherence to health and safety requirements and promote an appropriate safety culture
  • Establish and maintain controls, audit processes and risk management policies to ensure they mitigate identified risks and that the Group operates efficiently
  • Approve budgets and review performance relative to those budgets and approve the financial statements
  • Approve material agreements and non-recurring projects
  • Approve Board appointments
  • Review and approve Group-wide remuneration policies and executive remuneration
  • Ensure effective communication with shareholders and other key stakeholders
  • Promote a corporate culture based on sound ethical values and behaviours

Risk management

To ensure sustainable delivery of shareholder value, the Group has implemented a risk management framework and management structure that ensure risks are identified, assessed and mitigated wherever possible. It is recognised that certain risks are beyond the control of the Group; however, the Board is committed to the protection and enhancement of the assets and reputation of AB Dynamics.

Risk management methodology: Pages 54 to 55 of Annual Report 2022

Chaired by: Dick Elsy (Industry expert)

Number of meetings in the year: 1

Other members: Richard Hickinbotham, Louise Evans

Role of the Committee:

The Nomination Committee is responsible for recommendations to the Board for the appointment of additional Directors or replacement of current Directors and for succession planning for the Group.

Committee report: Pages 77 & 78 of Annual Report 2022

Chaired by: Louise Evans

Number of meetings in the year: 3

Other members: Richard Hickinbotham

Role of the Committee:

The Audit and Risk Committee is responsible for ensuring that the financial performance of the Group is properly reported and monitored, and for meeting the auditor and reviewing the reports from the auditor relating to accounts and internal control systems. The Audit and Risk Committee will have discussions with the external auditor at least once a year without any Executive Directors being present. The Committee is also responsible for the review and management of the Company’s risk management framework.

Committee report: Pages 79 & 80 of Annual Report 2022

Chaired by: Louise Evans (Finance Expert)

Number of meetings in the year: 5

Other members: Richard Elsy, James Routh

Role of the Committee:

ESG is an intrinsic part of our core purpose to accelerate our customers’ drive towards net zero emissions and to improve road safety and the automation of vehicle applications through leadership and innovation in engineering and technology.

The ESG Committee has continued to set the overall ESG strategy for the Group and provide Board level oversight of the various ESG activities which are embedded throughout our business.

Committee report: Page 81 of Annual Report 2022

Chaired by: Richard Hickinbotham (Industry and Finance expert)

Number of meetings in the year: 7

Other members: Louise Evans, Richard Elsy

Role of the Committee:

The Remuneration Committee reviews the performance of the Executive Directors and sets and reviews the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of the shareholders. In determining the remuneration of Executive Directors, the Remuneration Committee seeks to enable the Group to attract and retain Executives of high calibre. No Director is permitted to participate in discussions or decisions concerning his or her own remuneration. The Remuneration Committee meets as and when necessary. This year the Remuneration Committee has appointed FIT to review the Group’s Executive Remuneration Policy, overseen the award of Executive bonuses (and the allocation of 20% of these bonuses to be awarded as shares), and authorised the award of an LTIP to the Executive and senior leadership of the organisation. The Executive LTIP is subject to malus and clawback provisions..

Committee report: Pages 82 to 89 of Annual Report 2022

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