Governance

GOVERNANCE STATEMENT

Governance Statement

Escher Group Holdings plc and its subsidiaries are committed to high standards of corporate governance. The Directors recognize the importance of sound corporate governance and confirm that they aim to comply with the best practices appropriate for a group of its nature and size.

Our Committees

Audit Committee

The Audit Committee, chaired by Paul Taylor, consists of two Non‑executive Directors: Paul Taylor and Stephen McLeod. The Audit Committee meets at least three times a year and is responsible for ensuring that the financial performance of Escher Group is properly reported on, controlled and monitored, including reviewing the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. It also meets the external auditors without Executive Board members being present.

Remuneration Committee

The Remuneration Committee is chaired by Stephen McLeod and consists of two Non-executive Directors: Stephen McLeod and Paul Taylor. It is expected to meet not less than two times a year. Executive Directors may attend meetings at the Committee’s invitation. It is responsible for renewing and determining, within the agreed terms of reference, the Group’s policy on the remuneration of senior Executives and specific remuneration packages for Executive Directors, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the share option plan.

The remuneration of Non-executive Directors is a matter for the Board. No Director may be involved in any discussions as to his or her own remuneration.

Nomination Committee

The Nomination Committee is chaired by Nick Winks and consists of two Non-executive Directors: Nick Winks and Stephen McLeod. It is expected to meet not less than two times a year. The Committee is responsible for reviewing the balance of the Board, including its balance of skills and experience, the state of the business and its leadership needs, and gives full consideration to succession planning. It is also responsible for recommending new appointments to the Board.

Risks & Risk Management

Internal Control and Risk Management

Escher Group has established policies covering the key areas of internal financial control and the appropriate procedures, controls, authority levels and reporting requirements which must be applied throughout the Group. Executive Directors have a close involvement with all day-to-day operations and also meet with staff on a regular basis to identify and review business risks, the controls needed to minimize those risks and the effectiveness of controls in place. Business risks are monitored and updated on a regular basis. Insurance is in place where appropriate.

There is in place a comprehensive system of financial reporting based on the annual budget which the Board approves. The results for the Group as a whole are reported monthly, along with an analysis of key variances. Year-end forecasts are updated on a regular basis. No system can provide absolute assurance against material misstatement or loss but the Group’s systems are designed to provide reasonable assurance as to the reliability of financial information, ensuring proper control over income and expenditure, assets and liabilities. There is currently no internal audit function as this is not considered necessary at this stage of the Group’s development but this will be reviewed on an annual basis as the Group evolves.