The Board recognises the importance of sound corporate governance and, with that aim, the Company has adopted policies and procedures which reflect the principles of the QCA’s Corporate Governance Guidelines for Smaller Quoted Companies (“QCA Code”) as are appropriate to a company whose shares are admitted to trading on AIM. The Company has chosen to comply with the Corporate Governance Code insofar as it is appropriate for a company whose shares are admitted to trading on AIM. The Company is subject to the UK City Code on Takeover and Mergers.
The Board includes two non-executive Directors who are independent and free from any material business or other relationships, which could materially interfere with the exercise of their independent judgment. The Board will meet regularly and is responsible for the overall strategy of the Company, its performance, management and major financial matters.
The Company has established an audit committee, which comprises Scott Christie, chairman of this committee, and Jonathan Lane. A minimum of two of the members of the audit committee shall be independent non-executive Directors. It will meet at least twice each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The audit committee is responsible for reviewing the integrity of the financial statements of easyHotel, determining the application of the financial reporting and internal control principles, including reviewing regularly the effectiveness of the Company’s financial reporting, internal control and risk-management procedures and the scope, quality and results of the external audit. The audit committee terms of reference are available here.
The remuneration committee is made up of Scott Christie, chairman of the committee, and Jonathan Lane. The committee will review the performance of the executive Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of Shareholders. The committee will meet at least twice a year and in determining the remuneration of executive Directors, the remuneration committee seeks to enable the Company to attract and retain executives of the highest calibre. The remuneration committee also makes recommendations to the Board concerning the allocation of options to executives under the Share Option Scheme referred to in paragraph 4.1 of Part VI of the admission document and for the administration of this scheme. No Director is permitted to participate in discussions or decisions concerning their own remuneration. The remuneration committee terms of reference are available here.
The Board has adopted a code for dealings in the Company’s securities by Directors or applicable employees which conforms to the requirements of the AIM Rules for Companies (“Share Dealing Code”). The Company will be responsible for taking all proper and reasonable steps to ensure compliance by the Directors and applicable employees with the Share Dealing Code and the AIM Rules for Companies.
In line with corporate governance best practice requirements, the roles of Chairman and Chief Executive are performed by separate individuals. Our Chairman, Jonathan Lane, is accountable for leading the board and for ensuring it is effective in discharging its responsibilities. Our Chief Executive, Guy Parsons, is responsible for running the business. He is accountable to and reports to the board.
The board has adopted a schedule of matters which it has chosen not to delegate and which accordingly must be dealt with and decided by the board. A copy of the schedule may be downloaded here
The board has not appointed a nominations committee to determine nominations and senior appointment matters on its behalf. Such matters are currently dealt with by the board as a whole.