The Company has established an Audit Committee, a Remuneration Committee and a Nomination Committee, each with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee will meet not less than four times in each financial year and will have unrestricted access to the Company’s auditors. Members of the Audit Committee are Adam Reynolds, David Poutney and Ric Piper, with Ric Piper acting as chairman of the Committee.
The Remuneration Committee will review the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. It will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code.
No director is permitted to participate in discussions or decisions concerning his own remuneration. The Remuneration Committee will meet not less than twice in each financial year. Members of the Remuneration Committee are Adam Reynolds, David Poutney and Ric Piper, with Adam Reynolds acting as chairman of the Committee.
The Nomination Committee will lead the process for board appointments and make recommendations to the Board. The Nomination Committee shall evaluate the balance of skills, experience, independence and knowledge on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee will meet as and when necessary, but at least once each year. The Nomination Committee comprises Adam Reynolds, David Poutney and Ric Piper, with Adam Reynolds acting as chairman of the Committee.
In line with the QCA Code the Board has considers that Adam Reynolds, Dr Patrick Strollo and Ric Piper are independent directors. David Poutney is a substantial shareholder in the Company and is not considered independent. The Company has raised approximately $11.7 million in various pre-IPO fundraising rounds since 2018, and Mr Reynolds has assisted the Company in introducing investors in some of these fundraises since 2019. The Board does not consider Mr Reynolds’ involvement in this capacity adversely impacts the assessment of his independence.