Corporate Governance

High standards of corporate governance are a key priority for the Board of Directors (“Board”) of Van Elle. In line with the London Stock Exchange’s changes to the AIM Rules in September 2018 requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code, the Board adopted the 2018 Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) as the basis of the Group’s governance framework.

In my role as independent non-executive chairman of Van Elle, it is my responsibility to ensure that the Group is managed for the long-term benefit of all shareholders and stakeholders, with effective and efficient decision-making. Corporate governance is an important aspect of this, reducing risk and adding value to our business.

The Directors acknowledge the importance of the ten principles set out in the QCA Code. An update as of February 2021 to the application of our corporate governance to the principles of the QCA Code can be viewed here.

Further information on our compliance with the QCA Code will be provided in our next annual report.

Frank Nelson
Independent Non-Executive Chairman

Composition of the Board

The Board currently comprises two executive directors; Mark Cutler, CEO and Graeme Campbell, CFO and three further non-executive directors; Frank Nelson, Charles St. John and David Hurcomb. Frank Nelson is also the Non-Executive Chairman, Mark Cutler and Graeme Campbell are joint Company Secretaries.

Board of Directors

Board Committees

The Board is supported in its role by three key committees which have written terms of reference and consist entirely of the three Non-Executive Directors.

Audit and Risk Committee

The Audit and Risk Committee comprises all Non-Executive Directors and is chaired by Charles St John. Robin Williams retired from the position of Audit and Risk Committee Chair on 31 August 2020. The Committee has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported, and reviewing reports from the Group’s auditor.
The Audit and Risk Committee met on six occasions during the year. Further details on the work and responsibilities of the Audit and Risk Committee are shown on pages 56 to 58 of our annual report.

Audit Committee Terms of Reference

Nomination Committee

The Nomination Committee is chaired by Frank Nelson, and will identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee will meet as required.

Nomination Committee Terms of Reference

Remuneration Committee

The Remuneration Committee is chaired by David Hurcomb, and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee will meet at least once a year.

Remuneration Committee Terms of Reference

Internal Controls and Risk Management

The Board has overall responsibility for the system of internal control, including risk management.

Internal Controls

The Executive Directors are responsible for the Group’s internal controls and have established a framework intended to provide reasonable, but not absolute, assurance against material financial misstatement or loss.

Risk Management

The Group maintains a register which documents the risks facing the business and the actions taken to manage them. The register is assessed on an ongoing basis but at least annually. The Executive Directors have a direct responsibility for a number of key risk areas. They evaluate the likelihood and potential impact of risks and ensure appropriate action is taken to mitigate them.