Corporate Governance

Corporate Governance

As a public company admitted to AIM, SysGroup PLC is not required to comply with the provisions of the UK Corporate Governance Code issued in September 2012. However, the Directors recognise the importance of adhering to sound corporate governance. The Directors voluntarily comply with the main provisions of the QCA Corporate Governance Guidelines for smaller quoted companies, insofar as is possible and appropriate given the size and nature of the company.

The Directors seek to reconcile the need for good corporate governance with a suitably costed Board structure, appropriate for the Group in its current state. The Board monitors and evaluates performance of individuals via financial and non-financial targets. Performance of the Group is evaluated by review of monthly results against budget, together with understanding of significant variances and updates of forecasts for the year. The Board comprises a Non-Executive Chairman, Chief Executive Officer, Finance Director and three Non-Executive Directors.

The company is subject to the City Code on Takeovers and Mergers.

The Audit Committee consists of Michael Edelson, Amy Yateman-Smith and Robert Khalastchy. The Remuneration Committee consists of Michael Edelson and Robert Khalastchy. Michael Edelson is chairman of both committees.

The Audit Committee

The Audit Committee oversees the relationship with the Company’s auditors, determining the terms of their engagement and also determines, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company’s auditors.

The Remuneration Committee

The Remuneration Committee reviews the scale and structure of the executive directors’ and executive management remuneration, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive directors are set by the executive members of the Board.