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Corporate governance

Introduction

The Directors recognise the importance of sound corporate governance and intend to observe and adhere to, so far as practicable, the recommendations set out in the corporate governance code for small and mid-size quoted companies, published by the Quoted Companies Alliance. For Mercia Technologies, good corporate governance is about ensuring that the Group is aligned with its shareholders' objectives and that the execution of the strategy adopted will create long-term incremental shareholder value. The business backgrounds of the Non-executive Directors, in particular, reflect the importance with which the Group regard corporate governance.

The Board

The Board comprises eight Directors, of which three are Executives and five are Non-executives. Collectively they reflect a balance of different skills, experiences and backgrounds. The Chief Financial Officer is also the Company Secretary.

The Board has a schedule of matters reserved for its approval, including inter alia, setting the Group's strategic direction, approving annual budgets, monitoring performance against plan, authorising all material direct investment decisions and all corporate transactions. The Board will meet formally for a minimum of eight times each year.

Board members

Susan Searle (Non-executive Chair)

Dr Mark Payton (Chief Executive Officer)

Martin Glanfield (Chief Financial Officer)

Julian Viggars (Chief Investment Officer)

Ian Metcalfe (Senior Independent Director)

Ray Chamberlain (Non-executive Director)

Dr Jonathan Pell (Non-executive Director)

Caroline Plumb OBE (Non-executive Director)

The Board delegates specific duties and responsibilities to certain committees and has established an Audit Committee, a Remuneration Committee and a Nominations Committee, as described more fully below.

Audit Committee

The Audit Committee is responsible for monitoring the integrity of the Group's financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Group's internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The Audit Committee will monitor the need for an internal audit function.

The Audit Committee comprises its Chair Dr Jonathan Pell, Susan Searle, Ian Metcalfe, Ray Chamberlain and Caroline Plumb OBE. Executive Directors attend by invitation. The Audit Committee will meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. It has unrestricted access to the Group's external auditor. The Audit Committee Terms of Reference can be found here.

Remuneration Committee

The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of the Chair, the Executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, share options or other long term incentive plans. The remuneration of Non-executive Directors is a matter for the Chair and the Executive Directors. No Director is involved in any decision as to his or her own remuneration.

The Remuneration Committee comprises Ian Metcalfe as Chair, Susan Searle, Ray Chamberlain, Dr Jonathan Pell and Caroline Plumb OBE. The Remuneration Committee will meet at least twice a year and otherwise as required. The Remuneration Committee Terms of Reference can be found here.

Nominations Committee

The Nominations Committee is responsible for identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board and the Chair of each committee. The Nominations Committee will also arrange for evaluation of the Board. The Nominations Committee comprises Susan Searle as Chair, Ian Metcalfe, Ray Chamberlain, Dr Jonathan Pell and Caroline Plumb OBE. The Nominations Committee will meet at least twice a year and otherwise as required. The Nominations Committee Terms of Reference can be found here.

Registered office

Forward House, 17 High Street, Henley-in-Arden, Warwickshire, B95 5AA

© Mercia Technologies 2018

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