The Board of AMS considers strong corporate governance within the Group to be a key element to the success of the business.
Corporate Governance Framework
The Company’s shares are quoted on the AIM market and are subject to the AIM Admission Rules of the London Stock Exchange and consequently are not required to comply with the provisions or report in accordance with the UK Corporate Governance Code 2016 (the Code) issued by the Financial Reporting Council. The Board is however committed to the principles of good corporate governance covering leadership, effectiveness, accountability, remuneration and shareholder relations as outlined in the Code, and have applied the Code as far as is practicable and appropriate for a public company of the Group’s size.
In anticipation of the new guidelines that will come into force on 28th September 2018, AMS aims to comply with the UK Corporate Governance Code 2016. The area where AMS currently does not comply is the tenure requirements for a Non-Executive Director who has served on the Board for more than nine years from the date of first election to not be considered to be independent (Code Provision B.1.1.). Steve Bellamy has served as a Non-Executive Director for 11 years (February 2018) and is considered to be an independent Director.
Please click here to access the Corporate Governance section of our 2017 Annual Report.
Our corporate governance framework is supported by our core company values which are embedded in our ‘Care, Fair, Dare’ approach outlined below. This approach summarises our culture, underpins our values and helps us to deliver results, building a sustainable future for our business. We have defined the principles and expectations of how we will operate together to deliver success as the Company continues to grow. Throughout 2017, we ran a series of work shops and communications with our employees to embed our Care, Fair, Dare culture. We have listened to the feedback which has been received and developed our principles and expectations. These will now form part of our appraisal system and recruitment of potential new employees.
AMS is also subject to the UK City Code on Takeovers and Mergers.
Board and Committees
The Main Board of Directors sets the standards for the Group and through the internal Business Unit structure ensures that these standards and the core values are communicated to management and employees, and are implemented throughout the Group. Led by a strong and experienced Non-Executive Chairman, the Board comprises the Chief Executive, Group Finance Director and three Non-Executive Directors. The Non-Executive Directors, all of whom are considered by the Board to be independent, bring a valuable range of expertise and experience to assist the Group to achieve its strategic aims. The Chairman fosters a climate of debate and challenge in the boardroom. This is built on his challenging but supportive relationship with the Chief Executive which sets the tone for Board interaction and discussions.
The Board appreciates the continuing evolution of Board membership and the Nomination Committee remains aware of its obligations to encourage diversity. While no targets have been set the Company will continue to follow best practice. The Board currently comprises a number of different nationalities with a wide range of skills and experiences from a variety of business backgrounds. Our current female representation on the Board is 33.3%, already above the prevailing minimum representation level. All Directors are required to stand for re-election at the first Annual General Meeting following their appointment and, as a minimum, every three years thereafter.
Our Board and Committees have continued to perform effectively and every year we review the Terms of Reference for each Committee. The work of our Committees is outlined in our 2017 Annual Report.
Moving forward the Board is committed to:
- continued training and development opportunities for Directors to meet their and the Group’s needs;
- further engagement with Senior Management; and
- continued consideration of Board composition to ensure an appropriate balance of skills, experience and diversity.
Board members are provided with appropriate documentation in advance of each Board meeting and in addition to Board meetings the Chairman and Chief Executive meet frequently and make regular contact with other Board members. The Board has approved a procedure whereby Directors may consult the Company’s advisers and take independent professional advice at the Company’s expense.
The Directors are kept appraised of developments in legal, regulatory and financial matters affecting the Group from the Group Finance Director, the Deputy Company Secretary and the Group’s external auditors and advisers.
The performance evaluations of the Board, its Directors, Committees and Committee members are undertaken by the Chairman annually and the results are implemented by the Board in collaboration with the Committee Chairmen where appropriate.
The Board acknowledges that it is responsible for the Group’s system of internal control and for reviewing its effectiveness, taking guidance from the Audit Committee. In the context of the Group’s business any such system can only reasonably be expected to manage rather than eliminate risks arising from its operations. The Board accepts responsibility for determining the nature and extent of the risks it is willing to take in achieving its strategic objectives. The recent challenging business climate has resulted in a sustained focus on the approach to risk. The Directors consider risk management to be crucial to the Group’s success and give a high priority to ensuring that adequate systems are in place to evaluate and limit risk exposure. Details of how Internal Controls and Risk Management are managed can be found in the 2016 Annual Report and the Company applies the Risk Management Model outlined below: