The Directors recognise the importance of sound corporate governance and intend that SCISYS will comply with the main provisions of the UK Corporate Governance Code (the "Code") commensurate with its size and stage of development.
The Board is chaired by Mike Love as Non-Executive Chairman, with David Coghlan as independent Non-Executive Director. The Board currently consists of the Non-Executive Chairman, the Non-Executive Director and five Executive Directors. The Board meets at least four times each year.
Division of Responsibilities
The Chairman is responsible for leadership of the Board, setting its agenda and monitoring its effectiveness. He ensures effective communication with shareholders and that the Board is aware of the views of major shareholders. He ensures that the Executive Directors develop a strategy which is supported by the Board as a whole. The Executive Directors through the Chief Executive are responsible for executing the strategy once agreed by the Board. Klaus Heidrich is Chief Executive.
The Non-Executive Chairman and Independent Non-Executive Director bring wide and varied commercial experience to the Board and Committee deliberations. They are appointed for an initial three-year term, subject to election by shareholders at the first AGM after their appointment, after which their appointment may be extended subject to mutual agreement and shareholder approval. SCISYS remains committed to a Board which has a balanced representation of executives and non-executives.
The Board's Role
The Board supports the executive management team in delivering sustainable added value for shareholders. It considers strategic issues, key projects and major investments and regularly monitors performance against delivery of the key targets of the Business Review. The Board delegates certain functions to its three principal committees and the Executive Board. Through the Audit Committee, the Directors ensure the integrity of financial information, the effectiveness of the financial controls and the internal control and risk management systems. The Remuneration Committee sets the remuneration policy for Executive Directors and determines their individual remuneration arrangements. The Nomination Committee recommends the appointment of Board Directors and has responsibility for succession planning at Board level. These and other key responsibilities are formally reserved powers of the Board.