The Board is committed to the highest standards of corporate governance.
The Board complies and intends to continue to comply with the requirements of the UK Corporate Governance Code, save that Md. Shafiqual Haque Choudhury, the Chairman, does not meet the independence criteria set out in the UK Corporate Governance Code. However, given the benefits for the Company of his long standing experience with the Group, and in the microfinance industry more generally, the Board believe that Mr. Choudhury should continue as Chairman. The Company will report to its Shareholders on its compliance with the UK Corporate Governance Code in accordance with the Listing Rules.
As envisaged by the UK Corporate Governance Code, the Board has established three committees: an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee. The Board has also established the Independent Directors’ Committee. If the need should arise, the Board may set up additional committees as appropriate.
The Board consists of five Non-Executive Directors (including the Non-Executive Chairman), for full details of the Board click here. The Company regards all of the Non-Executive Directors, other than the Non-Executive Chairman, as “independent non-executive directors” within the meaning of the UK Corporate Governance Code and free from any business or other relationship that could materially interfere with the exercise of their independent judgement.
The UK Corporate Governance Code recommends that the Board of Directors of a company with a premium listing on the Official List of the FCA should appoint one of the Non-Executive Directors to be the Senior Independent Director to provide a sounding board for the chairman and to serve as an intermediary for the other directors when necessary. Guy Dawson has been appointed Senior Independent Director.
The UK Corporate Governance Code further recommends that directors should be subject to annual re-election. The Company intends to comply with these recommendations.
The Audit and Risk Committee has responsibility for, amongst other things, the monitoring of the integrity of the financial statements of the Company, the review of the Company’s internal financial controls and the monitoring and review of the effectiveness of the Company’s internal audit function and external audit process.
The UK Corporate Governance Code recommends that an audit and risk committee comprise at least three members who are independent non-executive directors and includes one member with recent and relevant financial experience. The Audit and Risk Committee is chaired by Gavin Laws, and its other members are Johanna Kemna and Guy Dawson. The Audit and Risk Committee will meet not less than four times a year.
The Nomination Committee assists the Board on determining the composition and make-up of the Board. It is responsible for periodically evaluating the balance of skills, experience, independence and knowledge on the Board. It leads the process for board appointments and makes recommendations to the Board, taking into account the challenges and opportunities facing the Group in the future.
The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Nomination Committee is chaired by Guy Dawson, and its other members are Md. Shafiqual Haque Choudhury and Praful Patel. The Nomination Committee will meet not less than twice a year.
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and its Company Secretary. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration.
The UK Corporate Governance Code provides that a remuneration committee should comprise at least three members who are independent non-executive directors (other than the chairman). The Remuneration Committee will be chaired by Praful Patel, and its other members are Gavin Laws and Johanna Kemna. The Remuneration Committee will meet not less than three times a year.
The Independent Directors’ Committee is comprised of all of the independent Non-Executive Directors, being Praful Patel, Gavin Laws, Guy Dawson and Johanna Kemna. It is chaired by Guy Dawson.
The Independent Directors’ Committee will meet at least twice a year and at such times as shall be necessary or appropriate, as determined by the Chair of the Independent Directors’ Committee or the Chief Executive Officer. The Independent Directors’ Committee identifies and manages matters involving conflicts of interest (including potential conflicts of interest) between any Group Company, on the one hand, and any controlling shareholder or related party (each as defined under the Listing Rules), on the other hand. It is also responsible for overseeing and scrutinising the relationship between the Group, its related parties and its controlling shareholders (including evaluating, monitoring and approving any material transactions or arrangements between such parties).