WindarPhotonics AnnualReport 2018 All - Flipbook - Page 25
CORPORATE GOVERNANCE
STATEMENT
For the year ended 31 December 2018
The Group has elected to follow the QCA guidelines in respect of Corporate Governance, which is also
published on the Company’s website.
In common with other organisations of a similar size, the Executive Director is heavily involved in the
day-to-day running of the business. The Board of Directors meets regularly and is responsible for
formulating strategy, and for the trading subsidiaries, monitoring financial performance and approving
major items of capital expenditure. All Directors have access to the advice and services of the Company
Secretary.
BOARD OF DIRECTORS
The Board includes three Non-Executive Directors. The Board has scheduled monthly meetings each
year and others as required. The Board retains full responsibility for the direction and control of the Group.
No strategic powers have been delegated and for these reasons the Board did not have, during the year,
a formal schedule of matters specifically reserved to it.
There is currently no formal agreed procedure for Directors in the furtherance of their duties to take
independent professional advice as necessary at the Company’s expense.
NON-EXECUTIVE DIRECTORS
The appointment of Non-Executive Directors is a matter for the Board as a whole based on recommendations from the Nominations Committee. Although recommended by the Code, there is currently no
formal selection process. The Non-Executive Directors have contracts for services for an unspecified
period. Non-Executive Directors are subject to re-election every three years.
Terms and conditions of appointment of the Non-Executive Directors are available for inspection.
EXECUTIVE DIRECTORS
Directors are appointed by the Board of Directors but stand for election by the shareholders at the
Annual General Meeting. The Executive Directors are subject to re-election every three years.
The Company holds board meetings regularly throughout the year. Eight scheduled board meetings
were held during the year, as well as two audit committee meetings, one remuneration committee
meeting and one nomination committee meeting. Attendance by board members is shown below.
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
8
2
1
1
8
N/A
N/A
N/A
Simon Barrell
8
2
1
1
Søren Høffer
8
2
1
1
Number of meetings held
Executive board members
Jørgen Korsgaard Jensen
Non-executive board members
Johan Blach Petersen
8
2
1
1
In the event that Board approval is required between Board meetings, Board members are emailed the
details, including supporting information in order to make a decision. The decision of each Board member
is communicated and recorded at the following Board meeting. Board members are aware of the time
commitment required when joining the Board.
Windar Photonics - Annual Report and Accounts 2018
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