Audit Committee

The Audit Committee (the "Committee") comprises:

• Jon Kempster (Chair of the Committee), Independent Non-Executive Director 
• Dr Alison Vincent, Independent Non-Executive Director
• Andrew Lockwood, Independent Non-Executive Director

All of the Committee members have no personal or financial interests, other than as shareholders, in the matters considered by the Committee.

The Committee is responsible for ensuring that the Company maintains a strong control environment. It provides effective governance over the Group’s financial reporting, including oversight and review of the systems of internal control and risk management and the performance of internal and external audit functions.

The Committee’s formal terms of reference, which are reviewed and approved annually, set out its duties delegated by the Board. These can be accessed here: Audit Committee Terms of Reference.

During the year, the Committee met three times. Neither the Executive Directors or the Chair attends meetings of the Committee other than by invitation. The Committee invites the external auditor to attend certain meetings.

The Committee is authorised by the Board to obtain external professional advice at the Group’s expense in order to perform its duties. Summary of the Committee’s responsibilities:

• Reviewing the half-year and annual financial statements and formal announcements relating to financial performance and advising the Board on whether they are fair, balanced and understandable;
• Reviewing the external auditors’ independence and considering the nature, scope, and results of the audit and reviewing the policy on any non-audit services that are provided by the external auditors and making recommendations to the Board on their appointment and remuneration;
• Reviewing compliance with legal requirements, accounting standards and the AIM Rules;
• Ensuring that effective systems of internal financial and non-financial controls (including for the management of risk and whistleblowing) are maintained;
• Reviewing and agreeing the scope and work of the Group’s internal audit activities and considering findings of internal investigations and management’s response to these, and
• Reviewing the Committee’s performance, constitution and terms of reference to ensure it operates effectively and recommending any changes to the Board for approval.

During the financial year, the Committee considered the following matters:

• The suitability of the Group’s accounting policies and practices;
• The half-year and annual financial results, including the adoption of the outcomes of the assessments of goodwill impairment, and going concern and recommending to the Board that it is appropriate to adopt those assumptions (see further information below);
• The full-year report and audit findings of the external auditor, including the actions arising from the findings and progress made against each;
• The reappointment, remuneration, performance evaluation and independence of the external auditor;
• Review and approval of the external auditor’s plan for 2024, which detailed the proposed audit scope and risk and assessment;
• Internal audit work and progress during the year, including work on tax compliance across the Group;
• Review of Group risk registers and risk management, and
• Monitoring progress of the internal ERP upgrade and discussing the expected benefits and implications across the Group.

The Group’s Remuneration Committee (the "Committee") comprises:

• Andrew Lockwood (Chair of the Committee), Independent Non-Executive Director
• Dr Alison Vincent, Independent Non-Executive Director
• Jon Kempster, Independent Non-Executive Director

The Committee members have no personal or financial interests, other than as shareholders, in the matters considered by the Committee.

The Committee operates within the remit delegated by the Board, which is set out in formal terms of reference. The remuneration of Non-Executive Directors is a matter for the Chair and the Executive Directors. No Director or manager is involved in any decision regarding their own remuneration. A copy of the terms of reference can be accessed here: Remuneration Committee Terms of Reference.

Neither the Executive Directors or the Chair attend other than by invitation of the Remuneration Committee and are not present at any discussion of their own remuneration.

The Committee Chair reports formally to the Board on the Committee’s proceedings after each meeting; ensures that an annual report of the Group’s remuneration policy and practices is published in the Group’s Annual Report and Accounts; and ensures each year that the Remuneration Committee Report, which contains the Directors’ remuneration, is put to shareholders for approval at the AGM.

The Committee is authorised by the Board to seek any information it requires from any employee of the Group in order to perform its duties and to obtain external professional advice at the Group’s expense.

Summary of the Committee’s responsibilities:

• Making recommendations to the Board for approval of overall Group remuneration policies, and the specific remuneration each year for all Directors and the senior management team, including bonuses, incentive payments and share options and awards;
• Ensuring Executive Directors and the senior management team are provided with appropriate incentives to encourage enhanced performance in a fair and reasonable manner;
• Reviewing the design of share incentive plans for approval by the Board and determining the policy on annual awards to Executive Directors and senior management and reviewing progress made against performance targets and agreeing incentive awards;
• Reviewing the Committee’s performance, constitution and terms of reference to ensure it operates effectively and to recommend any changes to the Board for approval.

During the financial year, the Committee met three times. Matters dealt with by the Committee included the:

• Ongoing review of long-term incentive plans, amendment of rules and approval of an award of options under the PSP for the Executive Directors and senior leadership team;
• Approval of the 2023 bonus scheme payments to the Executive Directors and senior management;
• Review and approval of the Executive Director’s 2024 bonus scheme;
• Review and approval of the remuneration of the Chair;
• Approval of the Executive Growth Plan and subsequent awards to the Chair and new Chief Executive Officer;
• Review and approval of Executive Directors’ salary for 2024 and remuneration for 2025;
• Approval of early vesting of PSP awards following the passing of Mr Webb.