Principle 9 – Governance Structure

Principle 9 – Governance Structure2018-09-28T16:44:30+00:00

The Board’s responsibility is to set out the strategic objectives and ensures that the correct resources are in place for the delivery of those objectives. All members of the Board take collective responsibility for the performance of the Company and all decisions are taken in the interests of the Company.

The Board has a formal schedule of matters specifically reserved for its decision. These include strategic planning, business acquisitions or disposals, authorisation of major capital expenditure and material contractual arrangements, changes to the Group’s capital structure, setting policies for the conduct of business, approval of budgets, remuneration policy of Directors and senior management, and taking on debt and approval of Financial Statements. Other matters are delegated to the Committees of the Board and executive Directors, supported by policies for reporting to the Board.  The Group maintains Directors’ and Officers’ liability insurance cover, the level of which is reviewed annually, and provides the Directors with indemnity.

The Board has a joint Chairman and CEO role currently fulfilled by Jeremy Asher. The Chairman is responsible for overall leadership of the Board and ensuring that the Board operates effectively and that the Board has the right level of experience and expertise to deliver the company’s strategic objectives.

The CEO is responsible for the day to day running of the business and ensuring that the objectives set by the Board are implemented. The CEO is also responsible for ensuring the company is sufficiently capitalised to meet its objectives and for all communications with shareholders and the investor community; including advisors and regulatory bodies.

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 dual role is also managed through the strong board communication and spirit of constructive discussion and challenge at board level, where the Chairman/CEO actively seeks the views and participation of the majority of non-executive directors.

The Board has established the following committees to assist in the oversight of specific functions:

  1. Audit Committee

The Audit Committee is chaired by Graeme Thomson and comprises of one other non-executive director, Peter Taylor. The role of the Audit Committee is responsibility for reviewing the effectiveness of the Group’s financial reporting, internal control policies, and procedures for the identification, assessment and reporting of risk. The latter two areas are integral to the Group’s core management processes and the Committee devotes significant time to their review.

The external Auditors have unrestricted access to the Chairman of the Audit Committee. Audit Committee meetings are also attended by the external Auditor where appropriate and, by invitation, the Chairman/Chief Executive Officer, any other Directors and senior management.

  1. Remuneration Committee

The Renumeration Committee is chaired by Peter Taylor and comprises of one other non-executive director, Graeme Thomson. The Committee convenes once a year and is engaged on all matters of corporate remuneration and is responsible for:

  • Agreeing a policy for the remuneration of the Chairman and Chief Executive Officer, non-executive Directors and other senior executives;
  • Within the agreed policy, determining individual remuneration packages for the Chairman and Chief Executive Officer, non-executive Directors and other senior executives;
  • Agreeing the policy on terms and conditions to be included in service agreements for the Chairman and Chief Executive Officer, non-executive Directors and other senior executives, including termination payments and compensation commitments, where applicable; and
  • Approving any employee incentive schemes and the performance conditions to be used for such schemes including share performance targets.

Some compensation to Directors is paid in the form of shares in lieu of cash on a pre-agreed and quarterly basis. Directors, employees and certain consultants are only eligible to participate in the Group bonus or equity incentive schemes at the absolute discretion of the Board, with recommendations from the Remuneration Committee.

The Committee, when reviewing base salaries, consider matters of retention, motivation, the economic climate, and the challenges facing the business and the wider sector; they also consider appropriate industry benchmarks.

  1. Nominations Committee

The Board does not feel that, at this time, the establishment of a formal Nominations Committee is merited given its current size. The Board will continue to evaluate the requirement for a formal standing Nominations Committee on a periodic basis.