Board of Directors’ Responsibilities
The Board of Directors of Veltyco Group plc Company currently consists of 5 directors. David Mathewson is Chairman, whose responsibilities include those matters discussed in the Board’s Governance Principles. The Board is responsible for approving long-term strategic plans, annual operating budgets and plans recommended by Management. Consideration and approval of the Board is also required for all material contracts and business transactions and all debt and equity financing proposals.
The Directors acknowledge the importance of high standards of corporate governance and the Company will comply with the QCA Code. The Board has established an Audit Committee and a Remuneration Committee, each with formally delegated rules and responsibilities. Each of these committees will meet regularly and at least twice each year. Each of the committees contains at least two independent non-executive directors, in accordance with the QCA Code. The Company is subject to the City Code on Takeover and Mergers.
The Audit Committee will have the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than twice each financial year and will have unrestricted access to the Group’s external auditors. The members of the Audit Committee shall include only non-executive Directors. The Audit Committee comprises Mark Rosman and Gilles Ohana (Chair).
The Remuneration Committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary, but at least twice each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Code’s guidelines. The Remuneration Committee comprises of Mark Rosman (Chair) and Uwe Lenhoff.