INSPECS GROUP PLC CORPORATE GOVERNANCE STATEMENT
The Board
The Board comprises seven Directors, three of whom are executive Directors and four of whom are non-executive Directors, reflecting a blend of different experience and backgrounds. All of the non-executive Directors are considered to be independent. The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls. The Board has delegated specific responsibilities to the committees referred to below, all of which have written terms of reference and formally delegated duties.
Audit and Risk Committee
The Board has established an Audit and Risk Committee, which comprises Christopher Hancock as Chairperson, Hugo Adams and Shaun Smith. The Audit and Risk Committee is responsible for determining the application of the financial reporting and internal control and risk management principles, including reviewing regularly the effectiveness of the Group’s financial reporting, internal control and risk-management procedures and the scope, quality and results of the external audit.
Remuneration and Nomination Committee
The Board has established a Remuneration and Nomination Committee, comprising Christopher Hancock as Chairperson, Hugo Adams and Shaun Smith. The Remuneration and Nomination Committee reviews the performance of the executive Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the Remuneration and Nomination Committee will seek to enable the Group to attract and retain executives of the highest calibre. The Remuneration and Nomination Committee will also make recommendations to the Board concerning the allocation of awards under the Share Plans and for the administration of the Share Plans. No Director is permitted to participate in discussions or decisions concerning his or her own remuneration. In addition, the Remuneration and Nomination Committee will also be responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fulfil Board positions as and when they arise.
Environmental, Social and Governance Committee
The Board has established an Environmental, Social and Governance Committee, which comprises of Angela Farrugia as Chairperson, Christopher Hancock and Hugo Adams. The Environmental, Social and Governance Committee support the Board in fulfilling its obligations to the Company and comply with all statutory, legal and regulatory requirements and standards in relation to ESG matters. The committee independently review, on behalf of the board, actions to ensure the groups responsibility and consideration with environmental, social and governance matters and report to the Board and shareholders, as appropriate.