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The Board is responsible for running the Company, including all major business and financial risks and taking strategic decisions.
The Directors communicate at least weekly on significant matters, in particular on matters affecting cashflow and on matters concerning the joint venture in Argentina.
To enable the Board to perform its duties, each director has access to advice from the Company Secretary and independent professionals at the Company's expense.
Due to the size of the Company, the Board believes that it can collectively and competently execute a clear leadership function without the appointment of a Chairman.
The Board comprises of:
| Directors | Role at 31 December 2019 | Date of re-appointment | Board Committee | ||
| Brian Rowbotham | Senior Independent / Non-Executive | 27.06.2018 | N | R | A |
| Simon C. Morris | Executive Director | 20.07.2017 | - | - | A |
| Andrew H. Coveney | Executive Director | 27.06.2019 | - | - | - |
N = Nomination Committee
R = Remuneration Committee
A = Audit Committee
The Board has delegated specific responsibilities to the committees below.
Board Committees
The three principal standing committees of the Board are the Audit, Nominations and Remuneration Committees.
Audit committee
The Audit Committee comprises Brian Rowbotham and Simon Morris and is chaired by Brian Rowbotham. The Company’s Auditors are normally in attendance. The Company is not compliant with its terms of reference or the requirements under the QCA Code, which requires that only independent Non-Executive Directors should sit on it. Instead, the Audit Committee is comprised of the Board’s Non-Executive Director and an Executive Director.
The Audit Committee has an oversight of the group as a whole. It monitors the integrity of the financial statements of the Company, including its annual and interim reports relating to the Company’s financial performance. Last year the Audit Committee reviewed the content of the Annual Report and Accounts and the Interims. It made recommendations to the board in relation to the external auditor and approved their remuneration and terms of engagement and scope of audit.
The Company does not issue an Audit Committee Report.
Remuneration and Nomination Committees
Currently only Brian Rowbotham is a member of these committees and therefore the Company is not compliant with their terms of reference or the requirements under the QCA Code, which requires that only independent Non-Executive Directors should sit on them.
Attendance at Board and Committee meetings
The Board meetings are scheduled in advance for each calendar year. There are 12 scheduled Board meetings (one per month) and additional meetings are arranged as necessary to consider particular issues.
The Board and Committee meetings and attendance during the year ended 31 December 2019 were as follows:
| Directors | Board (18 formal meetings) |
Audit Committee (2 meetings) |
Remuneration Committe |
| Brian Rowbotham | llllllllll llllllllll |
AAA | |
| Simon C. Morris | llllllllll llllllllll |
AAA | |
| Andrew H. Coveney | llllllllll llllllllll |
A*A*A* |
A* = Audit Committee attendance not as member
Due to the size of the Company the Board does not comply with the Principle that the Board should at least have two independent directors and therefore its committees’ membership is also not compliant with their terms of reference. Given the current level of transactions within the Company, the Board considers that adequate resources are available at Board level.
The executive directors are part time directors of the Company although all directors are expected to commit sufficient time to the Company in addition to attending the Board meetings.