Corporate Governance Statement from the Chairman
During the year ended 30 September 2019, the Board complied with the best practice recommendations of the QCA Corporate Governance Code. Following completion of the successful offer for the Company’s shares by Citrus Holdco Limited, resulting in more than 96% of the Company’s shares being held by two major shareholder groups, and in the light of material changes in Board composition, the Company’s governance arrangements have recently changed, with, for example, alterations made to the composition of the audit and remuneration committees in January 2020. The nominations committee has also been disbanded and matters relating to board composition and the selection of future directors are now being dealt with by the Board as a whole. Notwithstanding these changes, the Board considers that it continues to meet the standards expressed in the ten principles of the QCA Corporate Governance Code.
Our full Corporate Governance Statement can be found here.
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 (2018/19).
||Audit Committee attendance
||Remuneration Committee attendance
|12 meetings held||3 meetings held||4 meetings held||4 meetings held|
|Jonathan Lane OBE||11||3||4||4|
- One scheduled board meeting was held during the period before Marc Vieilledent stepped down from the board, and 11 scheduled board meetings were held during the period after Gary Burton’s appointment, in October 2019.
- Harm Meijer absented himself from one scheduled board meeting during the year due to a conflict of interest which arose as a result of the
offer made for the Company's shares.
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, Harm Meijer, is accountable for leading the Board and for ensuring it is effective in discharging its responsibilities. Our Chief Executive Officer, Scott Christie, is responsible for running the business. He is accountable to and reports to the Board.
The Company has established an Audit Committee, who has relevant and recent financial experience.
The Audit Committee meets 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 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 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.