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governance and incorporation and operations

eagle eye's corporate governance information

governance

The Directors recognise the importance of sound corporate governance and confirm that the Group is complying with the QCA Corporate Governance Code (as devised by the QCA in consultation with a number of significant institutional small company investors). The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. The Directors have explained how each principle is applied in the document below. The Directors consider that the Group does not depart from any of the principles of the QCA Code.

The Board comprises the non-executive chairman, who was independent at the time of appointment, three executive directors and three other non-executive directors. Of the non-executive directors, the Board considers two to be independent.

The Board hold regular meetings and is responsible for formulating, reviewing and approving the Group’s strategy, budgets, and corporate actions and overseeing the Group’s progress towards its goals. It has established audit and remuneration committees with formally delegated duties and responsibilities and with written terms of reference.

The Board has set out in the Corporate Government Statement available below how it has applied the QCA Code.

Corporate Governance Statement

remuneration committee

Until his untimely death, the Remuneration Committee was chaired by Drew Thomson and consisted of two non-executive directors, Drew Thomson and Malcolm Wall. Drew is yet to be replaced and the future composition of the Remuneration Committee will be determined by the Board following this appointment. The Committee is expected to meet no less than twice a year. Executive directors may attend meetings at the Committee’s invitation. 

The Remuneration Committee is responsible for determining and agreeing with the Board the broad policy for the remuneration and employment terms of the Executive Directors, Chairman and other senior executives and, in consultation with the Chief Executive Officer, for determining the remuneration packages of such other members of the executive management of the Group as it is designated to consider. The Committee is also responsible for the review of, and making recommendations to the Board in connection with, share option plans and performance related pay and their associated targets, and for the oversight of employee benefit structures across the Group.

The remuneration of non-executive directors is a matter for the Board. No director may be involved in any decision as to their own remuneration. This Remuneration Committee report includes a summary of the remuneration policy and the Annual Report on Remuneration.
 

audit committee

The Audit Committee is chaired by Bill Currie, and consists of two non-executive directors, Bill Currie and Malcolm Wall. The Audit Committee meets formally not less than three times every year and otherwise as required. The external auditors are invited to each meeting and the Chief Executive Officer and Chief Financial Officer (together with members of the finance team as appropriate) attend by invitation.
The Committee assists the Board in meeting its responsibilities in respect of corporate governance, external financial reporting and internal controls, including, amongst other things, reviewing the Group’s annual financial statements, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s internal controls and risk management systems. 
In fulfilment of these objectives the Committee:

  • reviews the Group’s financial statements and finance-related announcements, including compliance with statutory and listing requirements. Compliance is reviewed each year with the Chief Financial Officer and enhancements are made as appropriate;
  • considers whether these statements and announcements provide a fair, balanced and understandable view of the Group’s strategy and performance, and of the associated risks. Further consideration of these matters is also provided by the Board as a whole; 
  • considers the appropriateness of accounting policies and significant accounting judgements and the disclosure of these in the financial statements; 
  • reviews the effectiveness of financial controls and systems. The Group does not have an internal audit function and the Committee continues to be of the view that the Group is not yet of a size and complexity to warrant the establishment of such a function; and 
  • oversees the relationship with and performance of the external auditors.

incorporation and operations

Eagle Eye Solutions Group plc was incorporated and registered in England and Wales with registration number 8892109 on 12 February 2014 as a public company limited by shares under the name Eagle Eye Solutions Group plc.

The Company is domiciled in England. The registered office is at 5 New Street Square, London, EC4A 3TW and the principal place of business of the Company is at 31 Chertsey Street, Guildford, GU1 4HD (telephone number +44 (0)844 824 3686). The Company's main country of operations is the UK.

The Company is subject to the provisions of the UK Takeover Code, including the rules regarding mandatory takeover bids.