The Group is committed to high standards of corporate governance in all its activities. The Board is accountable to the Group’s shareholders for good corporate governance. Although the Group is not required under AIM rules to comply with the UK Corporate Governance Code (the Code), the Board recognises the value of the Code and has regard to its requirements as far as is practicable and appropriate for a public company of its size and nature.
The Board currently comprises an Independent Non-Executive Chairman, the Chief Executive Officer, two other Executive Directors and three other Non-Executive Directors. The biographies appearing on the Directors page demonstrate a range of experience and sufficient calibre to bring independent judgement on issues of strategy, performance, resources and standards of conduct that are vital to the success of the Group. The Board has overall responsibility for the Group and there is a formal schedule of matters specifically reserved for decision by the Board. The Board have established a Nomination, Audit and Remuneration committee.
Below are the terms of reference for the Audit, Remuneration and Nomination Committees and our whistle blowing policy (these documents are all in PDF downloadable format):
Terms of Reference – Audit Committee
Members: E J Beale (Chair), B M Hynes, R S McDowell, F P Berrebi
Terms of Reference – Nomination Committee
Members: B M Hynes (Chair), R S McDowell, F P Berrebi
Terms of Reference – Remuneration Committee
Members: R S McDowell (Chair), B M Hynes, F P Berrebi, E J Beale
Swallowfield plc is quoted on AIM and as a result the Company has complied with AIM Rule 31 which requires the following:
- have in place sufficient procedures, resources and controls to enable its compliance with the AIM Rules;
- seek advice from its Nominated Advisor (“Nomad”) regarding its compliance with the AIM Rules whenever appropriate and take that advice into account;
- provide the Company’s Nomad with any information it reasonably requests in order for the Nomad to carry out its responsibilities under the AIM Rules for Nominated Advisors, including any proposed changes to the Board and provision of draft notifications in advance;
- ensure that each of the Company’s Directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules; and
- ensure that each Director discloses without delay all information which the Company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the Director or could with reasonable diligence be ascertained by the Director.