Quadrise Fuels International plc (the “Company”) is incorporated in England and Wales and is admitted to trading on the AIM Market of the London Stock Exchange. As a result, the Company is subject to the UK’s City Code on Takeovers and Mergers. The Company is not required to comply with the provisions of the UK Corporate Governance Code (the “Code”). However, the Board is committed to the high standards of good corporate governance embodied in the Code and seeks to apply the principles of the Code where practicable for a company of our size and complexity. The Company has a share dealing policy and procedure to comply with Rule 21 of the AIM Rules and the EU Market Abuse Regulations (MAR).
Board of Directors
The Board is responsible for the overall direction and performance of the Group with emphasis on policy and strategy, financial results, risk management and major operational issues. The Board has a formal approvals matrix specifically reserved to it for decision, including management structure and appointments, strategic and policy considerations, approval of major expenditure and funding strategy. All directors have access to the advice and services of the company secretary, who advises on Board procedures and compliance with applicable rules and regulations.
The Code recommends that at least one-third of Board members should be non-executive Directors. The Board presently comprises the Executive Chairman, the Chief Operating Officer and the Finance Director as executive Directors, and four Non-Executive Directors. At each Annual General Meeting, one third of the Directors will voluntarily resubmit themselves for re-election.
Meetings of the Board of Directors
The Board meets regularly, after all relevant information has been circulated in good time, to discuss a formal scheduled agenda covering key areas of the Group’s affairs including operational and financial performance and quarterly management accounts.
All members of the Board are expected to attend Board Meetings.
The Audit Committee is presently comprised of three Non-Executive Directors and the chairman of the Audit Committee provides a report, as necessary, of every Audit Committee meeting at the next Board Meeting.
The Audit Committee meets at least three times a year and has oversight responsibility for public reporting, overall good governance, risk assessment and the effectiveness of Company’s internal controls. The Audit Committee coordinates the annual audit and is responsible for its scope, cost effectiveness and the independence and objectivity of the auditors.
The Audit Committee reports on the audit to the Board and makes a recommendation on the adoption of the interim and final results.
Other members of the Board, as well as the auditors, are invited to attend the Audit Committee meetings as and when appropriate.
There are presently three Non-Executive Directors on the Compensation Committee. The chairman of the Compensation Committee provides a report, as necessary, of each Compensation Committee meeting at the next Board Meeting.
The Compensation Committee, meets at least three times a year and is responsible for considering the remuneration packages for executive Directors and the bonus and share option strategy for the Quadrise Group and making recommendations as appropriate. The Compensation Committee works within the framework of a Compensation Policy approved by the Board.
The Compensation Committee is also responsible for reviewing the performance of the executive Directors and ensuring that they are fairly and responsibly rewarded for their individual contributions to meeting the Quadrise Group’s previously agreed performance targets. The Committee’s scope extends to all remuneration of Directors including bonus and share options.
None of the Compensation Committee members has any day-to-day executive responsibility for running the Company and no Director participates in discussions about his own remuneration.
The Committee's principal responsibility is to evaluate the Board's requirements of directors and senior executives and to ensure that appropriate procedures are in place for their nomination, selection and succession.
UK Bribery Act 2010
The Board has established a Bribery Policy, signed by all Directors and senior staff, to achieve compliance with the UK Bribery Act 2010, which came into effect on 1 July 2011. A training programme is in place for all Directors, staff and contractors. Agreements with third parties contain statements that the Company and its associates are required to adhere at all times to the UK Bribery Act 2010.
The Board is responsible for the effectiveness of the Group’s internal control system and is supplied with information to enable it to discharge its duties. Internal control systems are designed to meet the particular needs of the Group and to manage rather than eliminate the risk of failure to meet business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
Risk Management & Mitigation
Under the guidance of the Audit Committee, the Board annually conducts a review of major business risks, and prepares a risk mitigation strategy. This is subsequently taken into consideration in all operational strategy reviews and in the preparation of the annual Business Plan and Budget.