Corporate Governance
The Board of Directors of Melorio plc (the “Group Board”) is committed to achieving high standards of corporate governance, integrity and business ethics for all of its activities.
In this regard, the Group Board recognises the value of the Combined Code on Corporate Governance (the “Combined Code”) published in June 2006. The Group is taking steps to comply with the Combined Code as far as is practicable and appropriate for a public company of its size and nature.
The Group Board seeks to:
- provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risk to be assessed and managed;
- set the company's strategic aims, ensure that the necessary financial and human resources are in place for the company to meet its objectives and review management performance; and
- set the company's values and standards, and ensure that its obligations to its shareholders and others are understood and met.
The Group Board has established an audit committee, and a remuneration committee. Each committee has formally delegated responsibilities and duties which are summarised below.
Audit committee
The audit committee is chaired by Adrian Carey and its remaining member is Bob Fryer. The committee meets at least three times a year, and otherwise as required and as determined by its members. The timing of its meetings are normally dictated by the Group’s financial calendar. The Group’s external auditors have unrestricted access to the audit committee.
The committee operates within specific terms of reference which include:
- considering the appointment of external auditors;
- reviewing the effectiveness of financial reporting and internal control procedures;
- monitoring the integrity of the financial statements of the Group, and any significant financial reporting judgements contained therein;
- reviewing the independence and objectivity of the external auditors; and
- monitoring the economic, legislative, social and corporate governance issues that may affect the Group in the future, developing strategies to identify and respond to any risks.
A “whistle blowing” policy has been established within the Group, to enable employees to voice concerns directly to the non-executive directors.
Remuneration committee
The remuneration committee is chaired by Mark Watts and its remaining member is Bob Fryer. The remuneration committee meets at least twice a year, and otherwise as required and as determined by its members.
The remuneration committee reviews and determines the remuneration package of the executive directors of the Group Board. This includes the determination of targets for any performance related pay schemes or long term incentive schemes operated by the Group, subject to shareholder approval, where appropriate.
