Corporate governance
The directors recognise the importance of sound corporate governance. As a company whose shares are traded on AIM, Braveheart is not obliged to comply with the corporate governance regime as set out in the Combined Code, but it does support the principles of the code. It complies with the Quoted Companies Alliance's Corporate Governance Guidelines insofar as is reasonably practicable for a public company of its size and nature.
The Board
The Board currently consists of a chairman, three executive directors and three non-executive directors (please see the Directors page for Board biographies). The Board retains overall responsibility for the company, while day to day management is conducted by the executive directors. The directors are responsible for reviewing and approving the company‘s strategy and budgets, major items of expenditure and acquisitions.
The Board has established the following committees:
Audit and Risk Management Committee
The Audit and Risk Management Committee comprises Ken Brown, Edward Cunningham and Jeremy Delmar-Morgan with Ken Brown acting as Chairman of the Committee. The Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported. It receives and reviews reports from the executive management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit and Risk Management Committee meets not less than three times in each financial year and has unrestricted access to the Group’s auditor.
Remuneration Committee
The Remuneration Committee comprises Edward Cunningham, Ken Brown and Garry Watson with Edward Cunningham acting as Chairman. The Remuneration Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options and other equity incentives pursuant to the share option plan and any other share option scheme or equity incentive scheme in operation from time to time.
Nominations Committee
The Nominations Committee comprises Edward Cunningham and Garry Watson with Edward Cunningham acting as Chairman of the Committee. It is responsible for the identification and nomination of candidates for the roles of Chairman, CEO and other executive and non-executive directors of the Board. Its remit extends to the nomination of all directors of subsidiary companies and with succession planning in relation to the aforementioned posts. It is also concerned with matters relating to corporate governance, insofar as they may relate to concerns or complaints from shareholders concerning the conduct of Board directors, and bringing any such issue to the attention of the Board. The Committee meets as and when required.
Share Dealings
The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for directors' and employees’ dealings in securities that is appropriate for a company whose securities are traded on AIM and is in accordance with Rule 21 of the AIM Rules.