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

To ensure that the business is managed for the long-term benefit of all shareholders, whilst at the same time 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:

  • strategy and management, including responsibility for the overall leadership of the Group, setting the Group’s values and standards, and overview of the Group’s operational management;
  • structure and capital, including changes relating to the Group’s capital structure and major changes to the Group’s corporate structure, including acquisitions and disposals, and changes to the Group’s management and control structure;
  • financial reporting, including the approval of the Annual Report and Accounts, half-yearly report, trading statements, preliminary announcement for the final results and dividend, treasury, and accounting policies;
  • internal controls, ensuring that the Group manages risk effectively by approving its risk appetite and monitoring aggregate risk exposures;
  • contracts, including approval of all major capital projects and major investments;
  • ensuring satisfactory communication with shareholders; and
  • Board membership and other appointments, including changes to the structure, size and composition of the Board, and succession planning for the Board and senior management.

Risk management 

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

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.

Chaired by: Richard Hickinbotham

Number of meetings in the year: 5

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 Company 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.

Chaired by: Dick Elsy

Number of meetings in the year: 2

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 Company. During the year, the Nomination Committee has overseen the appointment of Sarah Matthews-DeMers, Louise Evans and Dick Elsy.

Chaired by: Louise Evans

Aniticipated number of meetings in the year: minimum of two, maximum of four

Other members: Richard Elsy, James Routh

Role of the Committee:

The aim of the Committee will be to further the sustainability of the Group, promote the continuous improvement of the Group’s Environmental Social and Governance management and performance, promote and enhance the Group’s ESG work making sure it receives due attention and acknowledgement and become an ESG leader in our selected industries.

ESG Committee - Common Purpose Statement

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