The Board comprises three directors – a joint chairman and CEO, Jeremy Asher, who has executive responsibilities, including the day-to-day management and financial control of the Company’s subsidiaries, and two independent non-executive directors: Paula Brancato and Mark Enfield.
The Board is aware that the QCA Code advises that save in exceptional circumstances, the chairman should not also fulfil the role of chief executive. Given the current size and stage of the Company, Tower notes that this combined role is merited in the short-term, given current resource constraints although this will be monitored as the Company grows.
The QCA Code also recommends that the Board include at least two non-executive directors who are identified as independent, as Tower presently has, and the Board will review further appointments as the Group’s scale and complexity grows.
For the year-ended 31 December 2022 Paula Brancato and Mark Enfield are both regarded as independent directors: Ms Brancato does not own shares in Tower, albeit her remuneration was settled with warrants in order to preserve cash reserves; Mr Enfield does own shares in Tower, comprising approximately 0.01% of the total shares outstanding with a value which does not, in the Company’s opinion, compromise his independence, and his remuneration has been settled with warrants in the same terms as those provided to Ms Brancato. Jeremy Asher is a substantial shareholder in Tower, and in his capacity as Chairman has elected to accept warrants in partial settlement of remuneration. The award of warrants in lieu of remuneration is reviewed each calendar quarter. In order to conserve working capital, the Board agreed that all directors would take warrants in lieu of director fees including Ms Brancato and Mr Enfield, using the same principles of valuation that have historically been applied.
The Board meets formally at least four times a year but in practice holds many more additional meetings when necessary to transact other business. All the necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. The UK-based directors also meet to review operational and administrative progress with input from technical and administrative consultants at least once a month.
There are formally constituted Audit and Remuneration Committees. There is currently no formal Nominations Committee as the Board participates in all relevant decisions. The Company will report annually on the number of Board and Committee meetings that have been held and the attendance record of individual directors in its annual accounts.