Frontier IP Group plc is quoted on AIM and is therefore not required to comply with the provisions of the UK Corporate Governance Code (the 'Code') on corporate governance as published by the UK Listing Authority. Nevertheless, by continual review, we aim to ensure the proper standards of corporate governance are in operation and the principles of best practice, as set out in the Code, are followed as far as is reasonably practicable and appropriate to the size and nature of the Company and the constitution of the Board.
Board of Directors
The Board of Frontier IP Group plc is responsible for the success of the Group. The Board's role is to establish the strategic objectives and policies; oversee all aspects of the finances; continuously review performance and controls; manage risk; decide on key business transactions and manage the interests of stakeholder groups.
The full Board meets at least six times per year and, together with the Audit and Remuneration Committees, deals with all important aspects of the Group's affairs. The Board receives timely information in a form and of a quality appropriate to enable it to discharge its duties.
The Board considers its non-executive directors to be independent in character and judgement; however none are technically independent as defined by the Code. The structure of the Board is subject to continual review to ensure that it is appropriate for the Company.
The Directors' varied backgrounds and experience give Frontier IP Group plc a good mix of the knowledge and expertise necessary to manage the business effectively. Non-Executive Directors' committee responsibilities are shown in the following table.
The Board has appointed an Audit Committee whose main role and responsibilities are to:
- monitor the integrity of the financial statements of the Group;
- review the Group’s arrangements in relation to whistleblowing and fraud;
- make recommendations to the Board to be put to shareholders for approval at the AGM, in relation to the appointment of the Company’s external Auditor;
- discuss the nature, extent and timing of the external Auditor’s procedures and findings; and
- report to the Board whatever recommendations it deems appropriate on any area within its remit where action or improvement is needed.
The Committee is scheduled to meet twice in each financial year and at other times if necessary.
The Board has appointed a Remuneration Committee whose main role and responsibilities are to:
- determine and agree with the Board the remuneration of the Group’s Chief Executive, Executive Directors and such other members of the executive management as it is designated to consider;
- review the on-going appropriateness and relevance of the remuneration policy;
- approve any performance related pay schemes and approve the total annual payments made under such schemes; and
- review share incentive plans and for any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to Executive Directors and other senior executives and the performance targets to be used.
The Committee meets at least once a year.
The whole Board acts as a Nomination Committee and considers recommendations on the appointment of new executive and non-executive directors and their subsequent re-appointment.
Communication with Shareholders
The Board recognises that Frontier IP Group plc communicates with its shareholders principally through its website, RNS announcements and the Annual Report.
The CEO makes himself available to major shareholders on request and regularly attends meetings and gives presentations to shareholders. The Annual General Meeting of the Company gives the directors the opportunity to report to shareholders on current and proposed operations and enables the shareholders to express their views of the Group's business activities. Shareholders are invited to ask questions during the meeting and to meet with directors after the formal proceedings have ended.
The Directors are responsible for the Group's system of internal controls, including financial, operational and compliance controls and risk management, and for reviewing its effectiveness. The Board has introduced procedures designed to meet the particular needs of the Group in managing the risks to which it is exposed. The Board is satisfied with the effectiveness of the system of internal controls, but by their very nature, these procedures can provide reasonable, not absolute, assurance against material misstatement or loss.
The Board has reviewed the need for an internal audit function and has decided that given the nature of the Group's business and assets and the overall size of the Group, the systems and procedures currently employed provide sufficient assurance that a sound system of internal controls are in place, which safeguards the shareholders' investment and the Group's assets. An internal audit function is therefore considered unnecessary.
The UK City Code on Takeovers and Mergers
The Company is subject to the provisions of the UK City Code on Takeovers and Mergers.