Audit Committee

The Audit Committee comprises:

• Dr Alison Vincent, Independent Non-Executive Director
• Andrew Lockwood, Independent Non-Executive Director

All of the Committee members have no personal or financial interests, other than as shareholders, in the matters considered by the Committee.

The Committee is responsible for ensuring that the Company maintains a strong control environment. It provides effective governance over the Group’s financial reporting, including oversight and review of the systems of internal control and risk management and the performance of internal and external audit functions.

The Committee’s formal terms of reference, which are reviewed and approved annually, set out its duties delegated by the Board. These can be accessed here: Audit Committee Terms of Reference.

During the year, the Committee met three times. Neither the Executive Directors or the Chair attends meetings of the Committee other than by invitation. The Committee invites the external auditor to attend certain meetings.

On 20 October 2023, Craig Wilson stepped down as Chair of the Board and Steve Coggins took on the role of Interim Chair. Due to the timing of this change, Steve also retained the role as Audit Committee Chair. Although not in line with the QCA Code or Committees’ terms of reference, the Board felt that due to the proximity of the change so close to the Company’s year-end and the extent of Steve's knowledge of the business, that this was the best thing to do in the circumstances providing consistency and continuity for all.

The Committee is authorised by the Board to obtain external professional advice at the Group’s expense in order to perform its duties. Summary of the Committee’s responsibilities:

• Reviewing the half-year and annual financial statements and formal announcements relating to financial performance and advising the Board on whether they are fair, balanced and understandable; 
• Reviewing the external auditors’ independence and considering the nature, scope, and results of the auditors' and reviewing the policy on any non-audit services that are provided by the external auditors and making recommendations to the Board on their appointment and remuneration; 
• Reviewing compliance with legal requirements, accounting standards and the AIM Rules and is focused on ensuring that effective systems of internal financial and non-financial controls (including for the management of risk and whistle-blowing) are maintained; 
• Reviewing and agreeing the scope and work of the Group’s internal audit activities and considering findings of internal investigations and management’s response to these, and 
• Reviewing the Committee’s performance, constitution and terms of reference to ensure it operates effectively and to recommend any changes to the Board for approval.

During the financial year the Audit Committee considered the following matters:

• The suitability of the Group’s accounting policies and practices; 
• The half-year and annual financial results, including the assessment of goodwill, impairment and going concern and recommending to the Board that it is appropriate to adopt those assumptions (see further information below); 
• The full-year report and audit findings of the external auditor, the actions arising from the findings and progress made against each; 
• The reappointment, remuneration, performance evaluation and independence of the external auditor; 
• The internal control environment across the Group, including approving updates to the Group’s Delegation of Authority document; 
• Review and approval of the external auditor’s plan for 2023, which detailed the proposed audit scope and risk and governance assessment; and 
• The approval of the Committee plan for 2023.

The Group’s Remuneration Committee comprises:

• Andrew Lockwood (Chair of the Committee), Independent Non-Executive Director
• Dr Alison Vincent, Independent Non-Executive Director

The Committee members have no personal or financial interests, other than as shareholders, in the matters considered by the Committee.

The Committee operates within the remit delegated by the Board, which is set out in formal terms of reference. The remuneration of Non-Executive Directors is a matter for the Chair and the Executive Directors. No Director or manager is involved in any decision regarding their own remuneration. A copy of the terms of reference can be accessed here: Remuneration Committee Terms of Reference.

Neither the Executive Directors or the Chair attend other than by invitation of the Remuneration Committee and are not present at any discussion of their own remuneration.

On 20 October 2023, Craig Wilson stepped down as Chair of the Board, and Steve Coggins took on the role of Interim Chair. Due to the timing of this change, Steve also remained a member of the Remuneration Committee. Although not in line with the QCA Code or Committees’ terms of reference, the Board felt that due to the proximity of the change so close to the Company’s year-end and the extent of Steve's knowledge of the business, that this was the best thing to do in the circumstances providing consistency and continuity for all.

The Committee Chair reports formally to the Board on the Committee’s proceedings after each meeting; ensures that an annual report of the Group’s remuneration policy and practices is published in the Group’s Annual Report and Accounts; and ensures each year that the Remuneration Committee Report, which contains the Directors’ remuneration, is put to shareholders for approval at the AGM.

The Committee is authorised by the Board to seek any information it requires from any employee of the Group in order to perform its duties and to obtain external professional advice at the Group’s expense.

During the year, the Committee met four times. Matters dealt with by the Committee included the:

• Ongoing review of long-term incentive plans and approval of an award of options under the PSP for the senior leadership team; 
  • Approval of the 2022 bonus scheme payments to the Executive Directors and senior management; 
  • Review and approval of 2023 bonus scheme; 
  • Review and approval of the remuneration of the Chair; 
  • Approval of global pay review for 2024 and review of Executive Directors salary for 2024.