Registered name:Venture Life Group plc
Country of incorporation: England and Wales
Principal country of operation: Italy
Registered Office: Venture House, 2 Arlington Square, Bracknell, Berkshire, RG12 1WA, United Kingdom.
Company Secretary: Mr Peter Shepherd
Registered number: 05651130
VAT number: 100152492
The directors acknowledge the importance of the principles set out in the Corporate Governance Code. Although the Corporate Governance Code is not compulsory for AIM quoted companies, the directors support high standards of corporate governance and intend to comply, so far as practicable and having regard to the size and nature of the Group’s business, with the good governance guidelines set out in the Corporate Governance Code for Small and Mid-Size companies (published in May 2013 by the Quoted Companies Alliance) (“QCA guidelines”)
The Board and Committees
The Board comprises a Non-Executive Chair, five Executive Directors and one further Non-Executive Director.
The Board intends to meet regularly to consider strategy, performance and the framework of internal controls. Arrangements will be made for information to be supplied to the Directors on a timely basis and designed to be in a form and of a quality to enable them to discharge their duties.
Additionally, special meetings take place or other arrangements are made when Board decisions are required in advance of regular meetings. Certain matters are reserved for consideration by the Board (with other matters delegated to Board committees).
Further information on the Board Committees can be found below:
The Audit and Risk Committee
The Audit and Risk Committee is chaired by John Sylvester with Lynn Drummond as the other member of the committee.
The committee has responsibility for considering all matters relating to financial controls and reporting, internal and external audits, the scope and results of the audits, the independence and objectivity of the auditors and keeping under review the effectiveness of the Company’s internal controls and risk management.
The Audit and Risk Committee will meet at least twice a year.
The Remuneration Committee
The Remuneration Committee is chaired by John Sylvester with Lynn Drummond as the other member of the committee.
The committee has responsibility for making recommendations to the Board on the Company’s policy for remuneration of senior executives, for reviewing the performance of Executive Directors and senior management and for determining, within agreed terms of reference, specific remuneration packages for each of the Executive Directors and members of senior management, including pensions rights, any compensation payments and the implementation of executive incentive schemes.
Non-Executive Directors’ fees are determined by the full Board.
The Remuneration Committee meets at least once a year.
The Nomination Committee
The Nomination Committee is chaired by Lynn Drummond with John Sylvester as the other member of the committee.
The committee has responsibility for considering the size, structure and composition of the Board, and the retirement and appointment of Directors, and will make appropriate recommendations to the Board about these matters. The Nomination Committee meets at least once a year.
UK City Code on Takeovers and Mergers
The company is subject to the UK City Code on Takeovers and Mergers.