Board composition, experience, and independence
The PLC Board (“the Board”) is responsible for the Company’s corporate governance systems and processes that support good decision making.
The Non-Executive Directors, Mark Smith (Chair), Isabel Kelly, Chris Sweetland and Rachel Neaman are considered independent of management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. Both Mark Smith, Chris Sweetland and Rachel Neaman own shares in TPXimpact and all four Non-Executive Directors hold options, however, this is not considered to alter their independent status.
Board experience, skills and capabilities
The Board members and their expertise, the roles of the Chair and Chief Executive Officer, and the roles of the Committees are listed in the Admission Document.
The Board will meet regularly to consider strategy, performance and the framework of internal controls.
Director’s Commitment to TPXimpact
The Directors acknowledge the importance of the principles set out in the QCA Code.
Our Non-executive Directors have committed in their letters of appointment to attend all reasonable board and committee meetings in addition to being reasonably available at other times for TPXimpact business.
Our Executive Directors have entered into employment contracts which require them to attend all board and committee (of which they are a member) meetings.
The Non-Executive Directors meet at least once a year without the Executive Directors present. All Directors submit to re-election each year at the Annual General Meeting (“AGM”) of the Company.
The Board meets at least four times each year with additional meetings when circumstances and urgent business dictate. At each meeting, the Board reviews a schedule of reserved matters including trading performance, financial strength, strategy (including investment and acquisition opportunities), risk management, controls, compliance, reports to shareholders and succession management.
The Directors have established three committees of its Board, namely the Audit, Risk and AIM Rules Compliance Committee, the Remuneration Committee and the Environmental, Social & Governance Committee (ESG Committee).
The Audit, Risk and AIM Rules Compliance Committee is chaired by Chris Sweetland and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Enlarged Group’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Risk and AIM Rules Compliance Committee meets at least twice a year. Mark Smith is the other member of the Audit Committee. Oliver Rigby, CFO, attends Audit, Risk and AIM Rules Compliance Committee meetings by invitation.
The Remuneration Committee is chaired by Isabel Kelly, and reviews the performance of the executive Directors and determines their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least once a year. Mark Smith is the other member of the Remuneration Committee. The Remuneration Committee also considers Board policy in relation to the remuneration of the Chairman of the Board. Non-executive Director remuneration is a matter for the Chairman and the executive members of the Board. No Director is involved in any decisions as to their own remuneration or benefits.
The Environmental, Social and Governance Committee is chaired by Isabel Kelly, and has the primary responsibility to Assist Executive Management in setting the Company’s general strategy with respect to ESG Matters, and to consider and recommend policies, practices, and disclosures that conform with the strategy. The ESG Committee meets at least twice a year. Christopher Sweetland and Rachel Neaman are the other members of the ESG Committee.
External Board Advisers
The Board has a number of advisors used on a regular basis. Their detail can be found on our Principal Advisors and Investor Contacts area.
Risk management activity is overseen by the Chief Executive Officer and Chief Financial Officer, with the support of the Executive Management Team.
Our framework enables us to remain vigilant to all known and emerging risks and opportunities. Effective risk management supports informed decision making; enables us to minimise impact from unforeseen internal or external events; and allows us to fully exploit emerging opportunities. Our objectives for risk management are to:
- Identify, measure, control and report on business risk that may undermine the achievement of objectives, both strategically and operationally, through appropriate analysis and assessment criteria
- Effectively allocate effort and resources for the management of key and emerging risks
- Build an accurate picture at the highest level of the key risks facing our business, and use this information to drive business improvements in a considered and coordinated way
- Support and develop our reputation as a well governed and trusted organisation
- Minimise costs and drive efficiencies in the way that pervasive risk is controlled across the business
- Identify weaknesses in, and opportunities to improve, our business processes
At the Operational level, a risk register is maintained within every business of the Group. Risks are recorded and managed within as required and are reviewed regularly by the management of each business.
At a central level, there is a single central risk register for Group Significant risks, which records the top risks to the business.
Risk registers are reviewed on a quarterly basis which supports the escalation of any risks with a high residual impact, or potentially pervasive risks, to a higher level risk register as appropriate.
The Board determines the amount and type of risk that TPXimpact is willing to take on in pursuit of its strategic objectives. The Board’s appetite for risk is influenced by various key factors including (but not limited to) the overall economic, regulatory and operational landscape in which we operate.
The Executive Management Team advise the Board of these key influences which enables the Board to adjust the amount of risk that TPXimpact takes on. Risk tolerance may, by business choice, differ in different parts of the company.
Review and Assurance
Risk registers are updated as and when required. A full review is undertaken quarterly. The highest rated risks are presented to the Board every quarter by the CEO. Every six months the Board is presented with the detailed risk registers for each line of business.