The Audit Committee
The Audit Committee is chaired by David Coghlan, comprises himself and Mike Love and meets twice a year. The Financial Director and external auditors attend by invitation. The Audit Committee advises the Board on the appointment, independence and objectivity of the external auditors, as well as on their remuneration, both on audit and non-audit work. It also discusses the nature, scope and results of the audit with the external auditors. The Audit Committee reviews external audit activities, monitors compliance with statutory requirements for financial reporting and reviews the half-year and annual accounts, before they are presented to the Board for approval. It is also required to review the effectiveness of the Company's internal control systems, to review the statement on internal control systems prior to endorsement by the Board and to consider, from time to time, the need for a 'risk sub-committee' to assist in monitoring the internal control systems. In accordance with best practice, the Audit Committee reviews the need for an internal audit function once a year.
The Remuneration Committee
The Remuneration Committee comprises Mike Love and David Coghlan. It is responsible for recommending to the Board the contract terms, remuneration and other benefits of the company's CEO, COO, Chairman, the executive directors, the company secretary and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors is a matter for the Chairman and the executive members of the Board. No director or manager shall be involved in any decisions as to their own remuneration.
The Nomination Committee
The Nomination Committee currently comprises of Mike Love and David Coghlan. Meetings are arranged as necessary. The Committee is responsible for nominating candidates (both Executive and Non-Executive) for the approval of the Board, to fill vacancies or appoint additional persons to the Board.
All Directors are required to seek election by shareholders at the first opportunity after their appointment and must stand for re-election to the Board every three years under the Company's Articles of Association.
SCISYS Group PLC Structure
(Click to enlarge)