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Organisational structure

The Mercia Technologies Board has established an Audit Committee, a Remuneration Committee and a Nominations Committee - each with their own formally delegated duties.

Audit Committee

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

The Audit Committee comprises its Chair Jonathan Pell, Susan Searle, Ian Metcalfe, Ray Chamberlain and Caroline Plumb. 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.

Remuneration Committee

The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of 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, incentive payments, share options or other long term incentive plans. The remuneration of Non-executive Directors will be a matter for the Chair and the Executive Directors. No Director will be involved in any decision as to his or her own remuneration. The Remuneration Committee will also be responsible for issuing awards of shares and options to purchase Ordinary Shares under the Company's proposed share incentive plans.

The Remuneration Committee comprises Ian Metcalfe as Chair, Susan Searle, Ray Chamberlain, Jonathan Pell and Caroline Plumb. The Remuneration Committee will meet at least twice a year and otherwise as required.

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 such committee. The Nominations Committee will also arrange for evaluation of the Board. TThe Nominations Committee comprises Susan Searle as Chair, Ian Metcalfe, Ray Chamberlain, Jonathan Pell and Caroline Plumb. The Nominations Committee will meet at least twice a year and otherwise as required.

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