Evocutis : Board & committees

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Board & committees

There are currently six board members, comprising three executive and three non-executive directors. The role of the non-executive directors is to bring independent judgement to board deliberations.

The Chairman of the board is Tom Bannatyne, who oversees board meetings and fields concerns regarding the executive management of the Company and the performance of the executive directors. Click to view a biography of each director. The Company benefits from the diverse backgrounds and wide experience of the directors. Each of the executive directors is subject to either a services agreement with a 12-month notice period, or a letter of appointment with between a 3-12 month notice period. Each of the non-executive directors is subject to a letter of appointment with a 3-6 month notice period. The Articles of Association require directors to retire from office and submit themselves for re-election on a one-third rotation at each Annual General Meeting.

The board approves the annual budget each year and identifies key performance targets and risks expected during the financial year. Progress against budget is monitored via monthly reporting and clear authority limits are set for decisions delegated to the board.

The board meets monthly to review the Company’s performance and to review and determine strategies for future growth. Specific responsibilities have been delegated by the board to its committees below.

Nomination Committee

The Nomination Committee is comprised of the three non-executive directors and oversees the structure of the board. It is responsible for screening and proposing candidates for appointment to the board.

Remuneration Committee

The Remuneration Committee is comprised of the three non-executive directors. It is responsible for reviewing the salary and benefits of the executive directors, as well as the non-director senior management. Specifically, the committee is responsible for determining contract terms, compensatory share options and pension rights. The board as a whole determines the compensation for all non-executive directors.

Audit Committee

The Audit Committee is comprised of the non-executive directors. It supervises the external auditors, including appointment and compensation. The Audit Committee reviews the level of non-audit engagements carried out by the external auditors and performs an assessment of their independence. It is also responsible for ensuring the accuracy of interim and annual reports, as well as compliance with all applicable standards and regulations. The external auditors and the Finance Director attend each meeting at the request of the committee. Where proposed non-audit work represents more than 25% of the annual audit fee, the committee refers this to the board for approval. Evaluation of the independence of the external auditors is continually monitored.

The Audit Committee agrees that there should currently be no internal audit function of the Company considering its size and the close involvement of the senior management over the Company’s accounting systems.

For biographical details of the directors, please click here.