Corporate Governance Statement from the Chairman
The Board recognises the importance of robust and appropriate governance and management of risk to ensure the long term success of the easyHotel business. As Chairman it is my responsibility to lead the Board's governance practices. The Board is committed to operating in a transparent manner and I am, therefore, pleased to present a statement describing the arrangements which the Board has established to ensure the highest standards of corporate governance are applied and maintained across the business.
Our role as a Board is to create the conditions in which a resilient and successful business can continue to grow. Annually we review and determine our strategy and business model and then continuously monitor how management are implementing those plans. We review performance to ensure those plans remain on track or else are modified to take account of unforeseen circumstances, constantly mindful of the risks to which the business is exposed to ensure they are being appropriately identified and managed. All this is done within a positive culture which recognises the considerable responsibility which the business has to behave in an ethical manner.
Effective governance is central to achieving these aims. Following a review, the Board has elected to comply with the governance principles and guidance set out in the UK's Quoted Companies Alliance Corporate Governance Code (the "QCA Code"). The Board considers that compliance with the QCA Code will enable us to serve the interests of all our key stakeholders, including our shareholders, and will promote the maintenance and creation of long term value in the Company.
The statement available here, which was approved by the Board on 27th September 2018, describes our approach to governance, including information on relevant policies, practices and the operation of the Board and its Committees.
Jonathan Lane OBE
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 (2016/17).
||Audit Committee attendance
||Remuneration Committee attendance
|10 meetings held||3 meetings held||6 meetings held|
|Jonathan Lane OBE||10||3||6|
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 Nomination Committee is chaired by the Board’s independent Non-Executive Chairman, Jonathan Lane OBE. The other members of the Nomination Committee are Scott Christie, who is also an independent Non-Executive Director, and Chief Executive Officer, Guy Parsons.
The Committee is responsible for leading the recruitment and selection of new directors but also reviews and makes recommendations on matters such as the balance of the Board, Director independence and succession planning.
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.