The Board has not adopted the UK Corporate Governance Code. This is only a requirement for premium listed companies and the Board does not consider it appropriate for a company of the size and nature of Inspirit. The Board has, however, adopted the requirements of the Corporate Governance Guidelines for Smaller Companies published by the Quoted Companies Alliance, although, until an independent non-executive director is appointed, John Gunn will chair each of the committees.
The Audit Committee is currently chaired by John Gunn and it provides a forum for reporting by the Group’s external auditors. The committee is also responsible for reviewing a wide range of matters, including half-year and annual results before their submission to the Board, as well as monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The Audit Committee will advise the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and it will also discuss the nature, scope and results of the audit with the external auditors. The committee will keep under review the cost effectiveness, the independence and objectivity of the external auditors.
The Audit Committee is responsible for ensuring the “right tone at the top” and that the ethical and compliance commitments of management and employees are understood throughout the Group.
The Remuneration Committee includes Nilesh Jagatia and is responsible for making recommendations to the Board, within agreed terms of reference, on the Company’s framework of executive remuneration and costs. The Remuneration Committee determines the contract terms, remuneration and other benefits for the executive directors, including performance related bonus schemes and compensation payments. The Board itself determines the remuneration of the non-executive directors. Inspirit Energy Holdings plc is subject to the City Code on Takeover and Mergers.