As a company whose shares are admitted to trading on AIM, Time Out Group plc is required to comply with the AIM Rules for Companies. In addition, the Directors acknowledge the importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the principles set out in the Corporate Governance Code for small and mid-sized companies published by the QCA in May 2013. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies.
The Board will comprise seven Directors, two of whom shall be Executive Directors and five of whom shall be Non-Executive Directors, reflecting a blend of different experiences and backgrounds. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making. The Board intends to meet regularly to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals. The Company has established an audit committee and a remuneration committee with formally delegated duties and responsibilities and with written terms of reference. Each of these committees will meet regularly and at least two times a year.
The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than three times in each financial year and will have unrestricted access to the Group’s external auditors. The members of the Audit Committee shall include only independent non-executive Directors. The Audit Committee comprises Lord Rose of Monewden and Christine Petersen and is chaired by Christine Petersen.
The Remuneration Committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary, but at least twice each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The members of the Remuneration Committee shall include only independent non-executive Directors. The Remuneration Committee comprises Lord Rose of Monewden and Christine Petersen and is chaired by Christine Petersen.