Corporate Governance/AIM RULE 26

Corporate Governance

Serica’s Board is focused on strong corporate governance and effective risk management. The Board is accountable to shareholders for sustainable financial performance and long-term shareholder value. It meets these aims by continually reviewing and approving the Group’s strategy and ensuring that the necessary resources are in place to achieve Serica’s strategic aims and objectives. The Board also determines the Company’s key policies and reviews management and financial performance.

The Board operates according to clear procedures and allocation of responsibility. This system of delegation allows risk to be assessed and managed effectively. These are underpinned by Serica’s core values and standards of business conduct and ensure that these, together with the Company’s obligations to its stakeholders, are widely understood across all its activities.

Board Composition

The Board of Directors acknowledge the importance of corporate governance. The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code (the 'QCA Code'). The directors believe that the QCA Code provides the company with the right framework to maintain a strong level of governance.

The Board of the Company currently consists of four non-Executive Directors and two Executive Directors, one of whom is the Executive Chairman of the Board. Neil Pike holds the position of Senior Independent Director.

All the non-Executive Directors are independent in character and judgement and have the range of experience and calibre to bring independent judgement on issues of strategy, performance, resources and standards of conduct which is vital to the success of the Group.

The Board retains full and effective control over the Company. The Company holds regular Board meetings at which financial, operational and other reports are considered and, where appropriate, voted on. The Board is responsible for the Group’s strategy, performance, key financial and compliance issues, approval of any major capital expenditure and the framework of internal controls. The matters reserved for the Board include, amongst others, approval of the Group’s long term objectives, policies and budgets, changes relating to the Group’s management structure, approval of the Group’s annual report and accounts and ensuring maintenance of sound systems of internal control.

There is a clearly defined organisational structure with lines of responsibility and delegation of authority to executive management. The Board is responsible for monitoring the activities of the executive management. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities. In the event of an equality of votes at a meeting of the Board, the Chairman has a second or casting vote.
All of the non-Executive Directors meet the requirements of independence prescribed in the UK Code. There is no formal Board performance appraisal system in place but
the Nomination Committee considers this as part of its remit.

Board Member Year appointed
Executive Chairman  
Antony Craven Walker 2004
Executive Directors  
Mitch Flegg   2017
Non-Executive Directors  
Neil Pike 2004
Ian Vann 2007
Trevor Garlick 2018
Malcolm Webb 2018

AIM Rule 26

Website last updated 1 April 2019 in accordance with AIM Rule 26.

The following information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.

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