Corporate Governance
The Board is committed to high standards of corporate governance and although as an AIM listed company Datong PLC is not required to comply with the provisions of the Combined Code on Corporate Governance, the board recognises the value of the Code and has regard to its requirements as far as appropriate for a public company of its size and nature.
Composition and role of the Board
The Board comprises two Executive Directors and four Non-executive Directors, one of whom is the Non-executive Chairman.
The Board meets approximately ten times a year but additional meetings are held to review and approve special matters if necessary. Each Director is provided with sufficient timely information to enable his full consideration of matters and the proper discharge of his duties.
The Board is responsible to the shareholders and is responsible for formulating, reviewing and approving the Company's strategy, budgets and corporate actions. The nature and size of the Group ensures that the Board considers all major decisions.
All Directors have access to the advice and services of the Company Secretary, who is also responsible for ensuring that Board procedures are followed. Any Director may take independent professional advice if necessary at the Company's expense.
Directors are subject to election by shareholders at the first opportunity after their appointment, and to re-election thereafter by rotation at intervals of no more than three years.
The Group has established Audit, Remuneration and Nomination Committees of the Board with formally delegated duties and responsibilities.
Audit Committee
The Audit Committee comprises two non-executive Directors, Paul Lever and is chaired by Richard Brearley. It has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group's management and auditors relating to the interim review, annual audit and the accounting policies and internal control systems in use throughout the Group. The Committee aims to meet at least twice a year, has unrestricted access to the Group's auditors and is responsible for overseeing the relationship with the external auditors.
Remuneration Committee
The Remuneration Committee comprises two non-executive Directors, Paul Lever and Richard Brearley and is chaired by Paul Lever. The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. It also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The committee meets as required.
Nomination Committee
The Nomination Committee comprises the Chief Executive, Dean Blood and two non-executive Directors, Paul Lever and Richard Brearley and is chaired by Paul Lever. The Nomination Committee reviews the structure, size and composition of the Board and makes recommendations to the Board with regard to all new Board appointments. It also gives full consideration to succession planning for Directors and other senior management. The committee meets as required.
Further details on Corporate Governance matters together with details of Directors Remuneration, shareholdings and share dealings are given in our annual report & accounts.