Overview of Board Activities
Formal board meetings are held quarterly to review strategy, management, and performance of the group, with additional meetings between those dates convened as necessary. The audit committee, which includes all of the non-executive directors and is chaired by Stuart Silcock, considers and determines actions regarding any control or financial reporting issues they have identified, or that that have been raised by the auditors. The remuneration committee is responsible for oversight of the contract terms, remuneration, and other benefits for executive directors, including performance-related bonuses. The committee comprises two non-executive directors, Stuart Silcock as chairman, and Daniel Metzger, together with B.K. Mence, other than in with respect to his own remuneration.
The Sopheon board is committed to high standards of corporate governance and aims to follow appropriate governance practice, although as a company incorporated in the UK and listed on AIM the company is not subject to, nor does it formally apply, the requirements of the UK Corporate Governance Code. However, the board comprises three executive directors and two independent non-executive directors. Their biographies appear above, and demonstrate a range of experience and caliber to bring the right level of independent judgment to the board. The board is responsible for the group’s system of internal control and for reviewing its effectiveness. Such a system can only provide reasonable, but not absolute, assurance against material misstatement or loss. The board believes that the group has internal control systems in place appropriate to the size and nature of its business. The board is satisfied that the scale of the group’s activities do not warrant the establishment of an internal audit function. The board is also responsible for identifying the major business risks faced by the group and for determining the appropriate course of action to manage those risks. Formal meetings are held quarterly to review strategy, management and performance of the group, with additional meetings between those dates convened as necessary.
The Company confirms that, pursuant to AIM Notice 50, and the upcoming changes to the AIM Rules for Companies as regards certain new corporate governance requirements, it intends to adopt the Quoted Company Alliance’s Corporate Governance Code for Small and Mid-Size Quoted Companies 2013 (the “QCA Code”). The QCA Code will be adopted and implemented on or before of 28 September 2018.