Corporate Governance

The board is committed to ensuring that proper standards of corporate governance operate. As an AIM listed company Adept4 plc is not required to comply with the principles and provisions of the UK Corporate Governance Code published by the Financial Reporting Council in September 2014, however the Board of the Company is committed to the principles of good corporate governance and complies with the provisions of the Quoted Companies Alliance’s Corporate Governance Code for Small and Mid-Sized Quoted Companies.

Board of Directors’ Responsibilities

The board is responsible for the setting the overall strategy of the business, reviewing management performance, and ensuring the Group has sufficient financial and human resources to meet its objectives. It directs the Group's activities in an effective manner through general board meetings and monitors performance through timely and relevant reporting procedures. Where it deems necessary, the board requests reports on specific areas outside the normal reporting regime.

The Chairman is responsible for the leadership of the Board and ensuring its effectiveness. The board at present comprises one executive (the Chief Executive Officer) and two non-executive directors. The size of the board is considered to be appropriate to the current size and character of the Group. The non-executive directors are independent of management and any business or other relationships which could interfere with the exercise of their independent judgment. The roles of chairman and chief executive are separate appointments and it is board policy that this will continue.

Operational management of the Group is delegated to the Executive Director (CEO) and the Senior Management Team, who meet regularly to review current business performance, sales activity, operational projects, customer service, human resourcing matters and other day to day activities.

The board has established two standing committees, the audit committee and the remuneration committee. Membership of both the audit committee and the remuneration committee is exclusively non-executive. A nominations committee would be established should it be required. Tom Black is chairman of the remuneration committee and Simon Duckworth of the audit committee.

Criminal Finances Act 2017

This policy defines the Group’s compliance, procedures and position regarding the prevention of the facilitation of tax evasion as defined by the Criminal Finances Act 2017. The board adopts a zero tolerance towards the criminal facilitation of tax evasion and values its reputation for ethical behaviour, financial probity and reliability.  It recognises that any involvement in the facilitation of tax evasion is illegal and would significantly and adversely affect its image and reputation. The Group’s Company Secretary is responsible for monitoring and reviewing compliance with our policy and for the identification of any new areas of risk or changes in the level of risk under the Act.

Links to the Terms of Reference for each committee are below:

Board Terms of Reference
Audit Committee Terms of Reference
Nomination Committee Terms of Reference
Monitoring under Criminal Finances Act 2017