Maintel is committed to shareholder-focused corporate governance and our Board of Directors has adopted transparent corporate guidelines that encourage excellence in corporate governance.
Corporate Governance Statement
“As Chairman of the Maintel Group Board, it is my responsibility to ensure that the Board is performing its role effectively and has the capacity, ability, structure, and support to enable it to continue to do so.
We believe that a sound and well-understood governance structure is essential to maintain the integrity of the Group in all its actions, to enhance performance and to impact positively on our shareholders, staff, customers, suppliers and other stakeholders.
Maintel adopted the QCA Corporate Governance Code (“the Code”) as the benchmark for measuring our adherence to good governance principles.
These principles provide us with a clear framework for assessing our performance as a Board. We describe, how we apply the Code’s ten guiding principles in practice on pages 28 to 32 of Maintel’s 2019 Annual Report.
I take overall responsibility for compliance with the Code and justifying any divergence from it. The board will continue to develop its governance processes in the coming year.”
Committees of the Board
The following committees deal with specific aspects of the Group’s affairs:
Audit and risk committee
Membership of the Audit & Risk committee is restricted to non-executive directors and comprises Nicholas Taylor as the chair with John Booth and Annette Nabavi being the other members. The chief executive, chief financial officer and group financial controller attend meetings as appropriate, as do the external auditors.
The remit of the committee is to:
• Consider the continued appointment of the external auditors, and their fees, terms of engagement and independence, including the appointment of the auditors to undertake non-audit work.
• Monitor the nature and extent of non-audit work undertaken by the auditors, including reviewing the letter of independence provided by the auditors annually which includes details of audit and non-audit work undertaken.
• Liaise with the external auditors in relation to the nature and scope of the audit.
• Review the form and content of the financial statements and any other financial announcements issued by the Group.
• Review any comments and recommendations received from the external auditors and considering any matters which might have a financial impact on the Group.
• Review the Group’s statements on internal control systems and the policies and process for identifying and assessing business risks and the management of those risks by the Group, review annually the Company’s risk policy statement and risk appetite statement.
• Review annually the Group’s insurance covers
The audit committee convenes at least twice a year.
The board is satisfied that Nicholas Taylor has adequate recent and relevant commercial and financial knowledge and experience to chair the committee; it also considers that both Annette Nabavi and John Booth has such knowledge and experience.
The remuneration committee is chaired by Annette Nabavi, its other members being John Booth and Nicholas Taylor. The committee meets at least once a year. The committee’s report to shareholders on directors’ remuneration is set out on pages 37 to 43 of the 2019 Annual Report, and describes the remit of the committees.
The nomination committee has three members, all non-executive, and is comprised of John Booth, chairman, Nicholas Taylor and Annette Nabavi. The committee meets at least once a year and otherwise as required under the terms of its remit.
The committee’s remit includes:
- Reviewing the structure, size, effectiveness and composition of the board.
- Identifying and nominating suitable candidates to fill vacancies on the board.
The full terms of reference of each of the committees are available from the Company secretary.