The Directors recognise the value and importance of high standards of corporate governance and intend to observe the requirements of the UK Corporate Governance Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources. The Company also proposes to follow the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM.
On Admission, the Directors intend to establish an audit committee and a remuneration committee with formally delegated duties and responsibilities.
Zattikka plc Board
The Zattikka plc Board is chaired by Harald Ludwig as Non-Executive Chairman. The Board currently consists of the Non-Executive Chairman, three Executive Directors, one Non Executive Director and four Independent Non Executive Directors. The Zattikka plc Board meets at least four times each year.
The Executive Board, chaired by Harald Ludwig, comprises himself and the Executive Directors and meets at least monthly. While the Zattikka plc Board remains the prime authority in the Company, the Executive Board oversees and co-ordinates the operational functions of the business. It therefore has delegated terms of reference agreed by the full Board which outlines its role and powers to commit Zattikka plc
Division of Responsibilities
Mark Opzoomer is Chief Executive with Tim Chaney as President. The Chairman is responsible for leadership of the Board, setting its agenda and monitoring its effectiveness. He ensures effective communication with shareholders and that the Board is aware of the views of major shareholders. He ensures that the Executive Directors develop a strategy which is supported by the Board as a whole. The Executive Directors through the Chief Executive are responsible for executing the strategy once agreed by the Board.
The Independent Non-Executive Directors are considered to be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgment. The Non Executive Independent Directors are considered to be independent according to the principles of the Code.
The Non-Executive Chairman and Independent Non-Executive Director bring wide and varied commercial experience to the Board and Committee deliberations. They are appointed for an initial three-year term, subject to election by shareholders at the first AGM after their appointment, after which their appointment may be extended subject to mutual agreement and shareholder approval. The Independent Non-Executive Directors are Anil Hansjee, Greg Bestick, Andrew Kanter and Richard Adam. Zattikka remains committed to a Board which has a balanced representation of executives and non-executives
The Board's Role
The Board supports the executive management team in delivering sustainable added value for shareholders. It considers strategic issues, key projects and major investments and regularly monitors performance against delivery of the key targets of the Business Review. The Board delegates certain functions to its two principal committees and the Executive Board. Through the Audit Committee, the Directors ensure the integrity of financial information, the effectiveness of the financial controls and the internal control and risk management systems. The Remuneration Committee sets the remuneration policy for Executive Directors and determines their individual remuneration arrangements. The Nomination Committee recommends the appointment of Board Directors and has responsibility for succession planning at Board level. These and other key responsibilities are formally reserved powers of the Board.
The Audit Committee
The audit committee will determine the terms of engagement of the Company’s auditors and will determine, in consultation with the Company’s auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use by the Company. The audit committee will have unrestricted access to the Company’s auditors. Richard Adam will be the Chairman of the audit committee and the other members will be Andrew Kanter and Anil Hansjee.
The remuneration committee will review the scale and structure of the Executive Directors’ future remuneration and the terms of their service agreements with due regard to the interests of shareholders. No Director will be permitted to participate in discussions or decisions concerning his own remuneration. Greg Bestick will be the Chairman of the remuneration committee and the other members will be Harald Ludwig and Richard Adam.
The Directors intend to comply, and procure compliance with, Rule 21 of the AIM Rules relating to dealings by directors and other applicable employees in the Company’s securities and, to this end, the Company has adopted an appropriate share dealing code.
Zattikka is committed to maintaining good communications with investors. Normal shareholder contact is the responsibility of the Non-Executive Chairman together with the Chief Executive Officer and the Chief Financial Officer.
There is regular dialogue with institutional investors who, along with analysts, are invited to presentations immediately after the announcement of the group's interim and full year results. Shareholders have the opportunity to meet and question the Board at the AGM. The Independent Non Executive Directors and Chairmen of the Audit and Remuneration Committees will be available to answer questions. A detailed explanation of each item of special business to be considered at the AGM is included with the Notice of Meeting which is usually sent to shareholders at least 20 working days before the meeting. All resolutions proposed at the AGM are taken on a poll vote. This follows best practice guidelines and enables all votes to be counted, not just those of shareholders who attend the meeting.
The issue of corporate governance plays an important role within the running of Zattikka. Compliance with the UK Corporate Governance Code is reviewed by the Board on an annual basis.