The Directors recognise the importance of sound corporate governance. The Company, whose shares are admitted to trading on AIM, is not required to comply with the UK Corporate Governance Code. The Directors fully support high standards of corporate governance and have chosen to make the following disclosures which are deemed to be the most relevant, given the nature, size and scope of the Companies activities. The Company is subject to the UK City Code of Takeovers and Mergers.
The Board and Responsibilities
The Board currently consists of an Executive Chairman, one executive Director and one non-executive Director. There is a clear division of responsibilities between the Chairman and the executive directors and the Board considers the non-executive director to be independent of management
The composition of the Board ensures that no single individual or group of individuals is able to dominate the decision-making process. Details of the individual Directors and their biographies are set out on the Group’s website: www.reactplc.co.uk
The directors evaluate the balance of skills, knowledge and experience on the Board when defining the role and capabilities required for new appointments.
The Board is responsible for management of the business, setting the strategic direction and policies. The Board meets regularly to attend to any issues which require the attention of the Board and oversees the financial position of the Company monitoring the business and affairs on behalf of the Shareholders, to whom the Directors are accountable. The primary duty of the Board is to act in the best interests of REACT Group PLC at all times. The Board will also address issues relating to internal control and the Company’s approach to risk management.
The day-to-day management of the Group’s business is delegated to the Executive Directors.
The Audit Committee, which currently comprises Lesley Innes and Gill Leates, will meet not less than twice a year. The committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of REACT Group PLC.
The Remuneration Committee, which comprises Gill Leates and Lesley Innes will meet not less than once each year. The committee will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of REACT Group PLC.
Share Dealing Code
REACT Group PLC has adopted and will operate a share dealing code governing the share dealings of the directors of the Company and applicable employees with a view to ensuring compliance with the AIM Rules.