Further details on the Terms of Reference of the Committees can be accessed here.
The Board met in person or by video conference ten times during the year and also held supplementary meetings by telephone/video conference to consider specific matters. The Board receives a full pack of reports in advance of each scheduled meeting detailing Group and entity trading performance, and containing individual reports from each of the executive directors.
During 2022, the Board also received presentations from operational management on topics including business unit strategy, ESG, tax strategy, IT Systems and security. ERP implementation and acquisition proposals. Alongside monitoring operational performance, it is the Board’s responsibility to formulate, review and approve the Group’s strategy, investments (including acquisitions), budgets and major items of expenditure.
The Board believes in a strong governance culture and recognises the need to adopt and comply with a recognised corporate governance code. The Board has adopted the updated Quoted Companies Alliance (QCA) corporate governance code for Midwich plc. The most recent statement of QCA code compliance is available here.
The Board has established three committees, (Audit, Nominations and Remuneration), each having written terms of reference which are available below.
Attendance at board and committee meetings
Board meetings are scheduled in advance for each calendar year. The scheduled Board meetings and attendance during the twelve months ended 31 December 2022 were as follows:
|Andrew Herbert (Chairman)||10||3||3||3|
Attendance was 100%
The Audit Committee consists of the three Non-executive Directors and is scheduled to meet at least twice each year. Andrew Herbert is the Chairman of the Audit Committee having a relevant background. The current terms of reference of the Audit Committee are reviewed annually.
The main roles of the Audit Committee are:
The Nominations Committee consists of the three Non-executive Directors and the Managing Director and is scheduled to meet at least once a year. Andrew Herbert is the Chairman of the Nominations Committee. The current terms of reference of the Nominations Committee are reviewed annually.
The main roles of the Nominations Committee are:
The Remuneration Committee consists of the three Non-executive Directors and is scheduled to meet at least twice a year. Mike Ashley is the Chairman. The current terms of reference of the Remuneration Committee are reviewed annually.
The main roles of the Remuneration Committee are:
The Board has approved a tax strategy for the Group which sets out its approach to conducting its tax affairs and dealing with tax risk. The tax strategy is also applicable to Midwich Limited. A copy of this can be found here.