The Board is committed to the highest standards of corporate governance. The Manolete Board includes five members, comprised of two Executive and three non-Executive Directors led by an independent non-Executive Chairman. Details on members of the Board can be found in the “Our Board” section of the website.
The Board has the ultimate responsibility for ensuring that the Company is managed effectively and in the best interests of the shareholders, employees, clients and other stakeholders. The Board meets regularly and provides direction, oversight and detailed review of the Company’s business. The Board delegates specific powers for some matters to committees, details of which are set out below. The outputs from each committee meeting are reported to the Board ensuring the Board maintains the necessary Company oversight.
The Company is committed to complying with the requirements of the QCA Corporate Governance Code, which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. The Company currently complies with the recommendations of the QCA Corporate Governance Code concerning the number of independent non-Executive Directors the Company should have. The Board has an Audit Committee and Remuneration Committee with formally delegated duties and responsibilities, as described below.
The Audit Committee has responsibility for monitoring the integrity of the Company's financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company's internal control and risk management systems and overseeing the relationship with the external auditors. The Audit Committee comprises Annie Devoy and Dr Stephen Baister and is chaired by Annie Devoy. The Audit Committee meets at least twice a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee also meets regularly with the Company's external auditors.
The Remuneration Committee has responsibility for determining and agreeing with the Board the framework for the remuneration of the Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-Executive Directors is a matter for the Chairman and the Executive members of the Board. No Director is involved in any decision as to his own remuneration. The Remuneration Committee comprises Dr Stephen Baister, Lord Leigh and Annie Devoy and is chaired by Dr Baister. The Remuneration Committee meets at least once a year and otherwise as required.
The Insider Committee has responsibility for overseeing the disclosure of information by the Company to meet its obligations under the Market Abuse Regulation, the AIM Rules and other applicable laws and regulations. The committee maintains procedures, systems and controls for the identification, treatment and disclosure of inside information and for complying with the obligations falling on the Company and its directors and employees under MAR. The insider committee comprises Steven Cooklin, Mark Tavener and Lord Leigh and is chaired by Steven Cooklin. The Insider Committee will meet as required.