Media Room > Investor Relations > Board of Directors > Committees of the Board

Committees of the Board

The Board, chaired by Richard Last, is responsible for the Group’s corporate governance policy and recognises the importance of high standards of integrity, and consistently seeks to apply the principles set out in the Combined Code on Corporate Governance (the “Code”) (as amended from time to time) to the extent that they are appropriate for, and applicable to, a company of Patsystems’ size quoted on the Alternative Investment Market (“AIM”).

Board Meetings

The Board generally meets monthly and at such other times as required, and receives regular reports on a wide range of key issues including operational performance, risk management and corporate strategy.

The Board’s accountability is demonstrated by the adoption of a formal schedule of matters specifically reserved to the Board for its decision, concerning all key areas across the Group’s activities. Thereby ensuring that all major decisions affecting the Group are taken at Board level. All the directors are free to bring any matter to the attention of the Board, at any time.

Committees of the Board

The Audit Committee and the combined Remuneration and Nominations Committee meet at least twice a year.

Audit Committee

The Audit Committee is chaired by John Priestley and comprises all the non-executive directors. The external auditors, together with the Finance Director and other financial staff are invited to attend these meetings as and when required.
In accordance with its terms of reference the principal functions of this committee is to determine the appropriateness of accounting policies to be used in the Group’s annual results. In addition the Committee is responsible for monitoring the independence of the Group auditors, assessing the Group’s audit arrangements and the Group’s system of internal controls, and to review the half-yearly and annual results before publication.

Remuneration and Nominations Committee

The Remuneration and Nominations Committee comprises all the non-executive directors and is chaired by Stewart Douglas-Mann.

In accordance with its terms of reference the Committee determines the level and make-up of remuneration (including bonuses and options) of the executive directors and certain senior management. This also includes formulation of remuneration policy throughout the Group, embracing both share options and bonuses.

The Committee also evaluates the balance of skills, knowledge and experience on the Board and considers all new Board appointments and re-appointments against this evaluation.

The remuneration arrangements of the non-executive directors are determined by the Board as a whole.