The Board is committed to effective corporate governance as the basis for delivering long-term value growth and for meeting shareholder expectations for proper leadership and oversight of the business.
Accordingly, the Board has adopted processes which reflect the principles of the UK Corporate Governance Code and QCA Corporate Governance Guidelines for Smaller Quoted Companies. Not all of the provisions of the UK Corporate Governance Code are appropriate to easyHotel and, accordingly, the Company does not comply fully with the Code, electing instead to adopt practices that are proportional and reflect the Company’s culture and circumstances, including size, complexity and risk. As the business continues to develop, those practices will evolve and, for this reason, governance arrangements are kept under review.
The Directors of the Company are committed to sound governance of the business and they each devote sufficient time to ensure this happens. The table below sets out the attendance statistics for each Director at Board and, where relevant, Committee meetings held during the financial year (2015/16).
||Audit Committee attendance
||Remuneration Committee attendance
|17 meetings held||3 meetings held||7 meetings held|
|Jonathan Lane OBE||16||3||7|
Roles of the Chairman and the Chief Executive Officer
In line with corporate governance best practice requirements, the roles of Chairman and Chief Executive Officer are performed by separate individuals. Our Chairman, Jonathan Lane OBE, is accountable for leading the Board and for ensuring it is effective in discharging its responsibilities. Our Chief Executive Officer, Guy Parsons, is responsible for running the business. He is accountable to and reports to the Board.
The Company has established an Audit Committee, which comprises Scott Christie, Chairman of the Committee, and Jonathan Lane OBE.
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 plc and 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 Remuneration Committee is made up of Scott Christie, Chairman of the Committee, and Jonathan Lane OBE.
The Committee reviews 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. 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 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.
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 (the “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.