Applied Graphene Materials plc

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Corporate governance

The Board of Applied Graphene Materials recognises the importance of achieving high standards of corporate governance, integrity and business ethics for all of its activities. The Directors have taken account of the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies and have applied these principles as they consider them to be appropriate, taking account of the Group’s size, scope, stage of development and resources.

The Company holds regular board meetings. The Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally delegated rules and responsibilities. Each of these Committees meet as and when appropriate save in the case of the Remuneration and Audit Committees which meet at least twice each year.

Applied Graphene Materials is subject to the UK City Code on Takeovers and Mergers.

The Audit Committee

The Audit Committee is comprised of Bryan Dobson, Sean Christie and Mike Townend and is chaired by Sean Christie. The Audit Committee will, inter alia, determine and examine matters relating to the financial affairs of Applied Graphene Materials including the terms of engagement of the Group's auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Group.

Download: Audit Committee Terms of Reference PDF [149 KB]

The Remuneration Committee

The Remuneration Committee is comprised of Bryan Dobson, Sean Christie and Mike Townend and is chaired by Sean Christie. The Remuneration Committee will review and make recommendations in respect of the Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee will also make recommendations to the Board concerning the allocation of share options to employees under the Share Option Scheme.

Download: Remuneration Committee Terms of Reference PDF [133 KB]

The Nomination Committee

The Nomination Committee is comprised of Bryan Dobson and Sean Christie and is chaired by Bryan Dobson. The Nomination Committee will monitor the size and composition of the Board and the other Board Committees, be responsible for identifying suitable candidates for board membership and monitor the performance and suitability of the current Board on an ongoing basis.

Download: Nomination Committee Terms of Reference PDF [87 KB]