5. Maintain the Board as a well functioning, balanced team led by the Chairman
The Board currently comprises an Executive Chairman and four non-executive directors. This is considered appropriate and proportional to the Group’s present requirements.
The Board continually reviews Wishbone’s blend and range of skills and experience and will make changes and additions if necessary.
The Executive Chairman assisted by the Senior Non-Executive Director (Jonathan Harrison) take a position of leadership on all matters of Corporate Governance. They are supported in this by the Company Secretary, who ensures that the Board (and any Board Committees) are provided with high quality information in a timely manner in order to facilitate a proper assessment of the matters requiring a decision or insight.
Jonathan Harrison, Alan Gravett, Michael Mainelli and David Hutchins are considered by the Board to be independent Non-Executive Directors, notwithstanding that under their respective letters of appointment each may be paid in Ordinary Shares as an alternative to cash, at the election of the Company. This matter of independence will be re-visited by the Board on a periodic basis.
With the Company in its current state of development, the Board believes that a single executive director is appropriate, while the four non-executive directors provide a good balance of skills and experience. However, this Board does not comply with the Corporate Governance Code in all respects. Specifically, the office of Chairman and CEO are held by the same person. The Company is considering further executive appointments and the roles of Chairman and CEO may be split in the future as the Company grows.
The Board of Directors is scheduled to meet formally four times a year.
The Company has an Audit Committee. The members of the Audit Committee are Jonathan Harrison and Michael Mainelli. The Audit Committee is scheduled to meet as necessary to conclude the audit, and meet officially once a year, at which time all members attend.
The Company has a Remuneration Committee. The members of the Remuneration Committee are Michael Mainelli and Jonathan Harrison. The Remuneration Committee is scheduled to meet once a year.
The Company does not currently have a Nomination Committee, but the Board will consider whether one is needed as it develops.