WindarPhotonics AnnualReport 2018 All - Flipbook - Page 26
CORPORATE GOVERNANCE STATEMENT continued
BOARD COMMITTEES
Audit Committee
The Audit Committee comprises Johan Blach Petersen, Søren Høffer and Simon Barrell and is chaired by
Simon Barrell. The Audit Committee meets at least twice a year and is responsible for reviewing the annual
and half-yearly financial statements, the system of internal controls and risk management, and the terms of
appointment and remuneration of the auditor. It is also the forum through which the auditor reports to the
Board. The Audit Committee is also responsible for reviewing the objectivity of the external auditor and the
terms under which the external auditor is appointed to perform non-audit services.
The Group’s auditor also attends the Audit Committee at its request and reports on its work procedures,
the quality and effectiveness of the Group’s accounting records and its findings in relation to the Group’s
statutory audit. The Audit Committee will meet with the auditor at least once a year.
During the year the committee worked with the Group auditors, on the findings of the 2017 audit as well
as reviewing the company’s full year and half year results on behalf of the Board. It considered significant
accounting policies, ensured compliance with accounting standards and considered reports from the
external auditor on accounting topics of a judgemental nature requiring attention. The Committee over
the year, had separate discussions with the auditor without management being present on the adequacy
of controls and any judgemental areas, as well as feedback on the 2017 audit.
Nomination Committee
The Nomination Committee comprises Johan Blach Petersen, Søren Høffer and Simon Barrell and is chaired
by Johan Blach Petersen. It meets at least once a year and otherwise as required. The Nomination
Committee considers the composition of the Board, retirements and appointments of additional and
replacement directors and makes appropriate recommendations to the Board.
Remuneration Committee
The Remuneration Committee comprises Johan Blach Petersen, Søren Høffer and Simon Barrell and is
chaired by Johan Blach Petersen. It meets at least once a year and is responsible for reviewing the scale and
structure of the executive directors’ remuneration and the terms of their service or employment contracts,
including any share options granted and other bonus arrangements. The remuneration and terms and
conditions of the Non-Executive Directors are set by the entire Board.
The remuneration committee continued to accept that as an early stage business the Executive Director
should receive no remuneration.
The Non-Executive Directors were awarded remuneration for their services during the year.
There were no share options or warrants issued during the year under review.
PERFORMANCE EVALUATION
There is currently no formal performance evaluation of the board, its committees and its individual directors.
COMMUNICATION WITH SHAREHOLDERS
The Directors are available to shareholders at any time to discuss strategy and governance matters.
In addition, all Group announcements are published on the Group’s website, together with financial results.
All shareholders have the opportunity to ask questions and express their views at the
Company’s Annual General Meeting, at which all Directors are available to take questions.
AUDIT AND INTERNAL CONTROL
The primary role of the Audit Committee is to keep under review the Group’s financial systems and
controls and its financial reporting procedures. In fulfilling this role, the Committee receives and reviews work
carried out by the external auditors and their findings.
The Board has overall responsibility for operating and monitoring the system of internal control within the
Group and for monitoring its effectiveness. The system includes an on-going process for identifying, evaluating
and managing significant business risks. Although no system of internal control can provide absolute
assurance against material misstatement or loss, the Group’s system is designed to provide the directors with
reasonable assurance that any material problems are identified on a timely basis and dealt with appropriately.
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Windar Photonics - Annual Report and Accounts 2018