The Directors consider the governance procedures adhered to by the Company are appropriate relative to the size and stage of development of HIP Plc. We have reviewed the UK Corporate Governance Code which sets out the principles of Good Governance and the Code of Best Practice for listed companies. We also ensure that we adhere to the rules and regulations of Börse Berlin. The Board notes that there is no requirement to adopt a code of corporate governance.
The Board recognises the importance of sound corporate governance and consider the principles of the code, while also being mindful of the Company’s size and activities when assessing the adequacy of its corporate governance procedures. HIP Plc’s corporate governance arrangements are described below.
The Board consists of wholly non-executive directors and considers that its current composition is satisfactory, taking into account the size and scale of the Group’s activities and the expectation of appointing a new independent Non-Executive Director in the near future. The composition of the Board, including the balance between Executive and Non-Executive Directors will continue to be reviewed to ensure that the Board continues to have the appropriate structure and skills to meet the needs of HIP Plc as its business develops.
The Board meets regularly throughout the year, providing effective leadership and overall management of the Group’s affairs through the schedule of matters reserved for its decision. This includes the approval of the Group’s forecast and budget, major capital expenditure, risk management policies and approval of the financial statements. Formal agendas, papers and reports are sent to the Directors in a timely manner prior to Board meetings. The Board delegates certain responsibilities to the Board Committees which have clearly defined terms of reference.
The Audit Committee considers the Group’s financial reporting (including accounting policies) and internal financial controls. The Audit Committee is responsible for ensuring that the financial performance of the Group is properly monitored and reported on.
The Remuneration Committee is responsible for making recommendations to the Board of Directors’ and senior executives’ remuneration. Non-Executive Directors’ remuneration is considered by the Board. Financial packages for the Executive Directors are established by reference to those prevailing in the employment market for executives of equivalent status both in terms of level of responsibility of the position and their job qualifications and skills. The Committee will also have regard to the terms which may be required to attract an equivalent experienced executive to join the Board from another Company.
The Nominations Committee makes recommendations to the Board for the recruitment of Directors and senior executives.