Compliance Statement
The Company is continually developing appropriate corporate governance procedures relevant to the size stage of development. It complies with the Quoted Companies Alliance (the ‘QCA Code’). The QCA Code sets out 10 principles which should be applied. These are listed below together with a short explanation of how the Company applies each of the principles. Where the Company does not fully comply with each principle an explanation as to why is also provided.
Board and Committees
The Board consists of one executive director and two non-executive directors. The Board considers that this composition is satisfactory, considering the size and scale of the Company’s activities and that no one individual or group dominates the decision-making process. The composition of the Board, including the balance between executive and non-executive directors will continue to be reviewed to ensure that the Board continues to have the appropriate structure and skills to meet the needs of the Company as its business develops.
The Board meets regularly through the year, providing effective leadership and overall management of the Company’s affairs through the schedule of matters reserved for its decision. This includes the approval of the Company’s forecast and budget, major capital expenditure, risk management policies and approval of the financial statements. Formal agendas, papers and reports are sent to the Directors in a timely manner prior to Board meetings. The Board delegates certain of its responsibilities to the Board Committees which have clearly defined terms of reference and are listed below.
All directors have access to the advice and services of the Company’s solicitors, Nominated Adviser and the Company Secretary. Any Director may take independent professional advice at the Company’s expense in the furtherance of their duties.
1. Retirement by rotation
One third of directors are required to retire at every Annual General Meeting (AGM) of the Company by rotation and may be re-elected by ordinary resolution.
2. Nomination Committee
The Nomination Committee was established post-admission to AIM to review the structure, size and composition of the Board, including the skills, knowledge and experience required and to make recommendations to the Board with regard to any changes. The Committee also identifies and screens candidates for recommendation to the Board for the Remuneration and Audit Committees. The Nomination Committee also formulates proposals for succession planning of the Board and management. The Committee consists of Mr David Hutchins as chairman and Mr. Mark Steed as member.
The Committee also monitors the application of the Company policy on discrimination and encouraging diversity amongst the Company’s workforce.
3. Remuneration Committee
The Committee consists of Mr. Mark Steed as Chairman and Mr. David Hutchins as member. It is responsible for reviewing the remuneration, performance bonuses, incentive schemes and pension provision for Board members and executives of the Company.
4. Audit Committee
The Committee is chaired by Mr. Steed and consists of Mr. Hutchins as member. Other Directors and officers are invited to attend where appropriate.
The role of the Audit Committee is to monitor the integrity of the financial statements, and to review any significant financial reporting issues, especially the consistency of, and changes to, accounting policy. The Committee also assesses the effectiveness of the Company’s internal controls and risk management systems. The Committee considers and makes recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and replacement of the Company’s external auditor. This extends to monitoring the effectiveness, remuneration and independence of the external auditors.
The auditors of Oracle Power PLC are Price Bailey. In the area of internal controls, the Audit Committee monitors the internal control environment of the Group. The Committee also oversees the Group’s adherence to Market Abuse Regulations. The Committee considers that internal controls are sound, both in Oracle Power and in the subsidiary companies. The Committee monitors the Company Internal Control Manual and makes amendments as they are needed. The risk assessment exercise for the Company is undertaken annually under the supervision of the Audit Committee.
5. Tender Committee
The Tender Committee is chaired by David Hutchins and consists of Mr. Mark Steed as member. The purpose of the Tender Committee is to ensure the fair and objective consideration of bids received for services and goods of both capital and revenue expenditure.
6. Management Meetings
The management of the Company meets monthly to discuss in detail project progress and all other aspects of the business and where appropriate put tables recommendations to the Board for their consideration and approval.
