Corporate Governance
Introduction
The Board of Ai is committed to high standards of corporate governance and recognizes that good governance helps the business to deliver our strategy and safeguard shareholders' long-term interests.
Board Composition & Independence
The Board of Ai Claims Solutions PLC comprises two Executive Directors, David Sandhu, Chief Executive, and Peter Harrison, Finance Director and Company Secretary, and three independent Non-executive Directors, Steve Broughton, Chairman, Adrian Palmer & Christopher Baker.
The Chairman has primary responsibility for running the Board. The Chief Executive has executive responsibilities for the operations, results and strategic development of the Group. Clear divisions of accountability and responsibility exist and operate effectively for these positions.
The Board requires all Non-executive Directors to be independent in their judgement. The structure of the Board and integrity of the individual Directors ensures that no one individual or group dominates the decision-making process.
Click HERE to view biographies for the Board Directors.
Board Responsibilities
The Board meets regularly and also holds Strategy planning meetings.
All Directors have access to the services of the Company Secretary and may take independent professional advice at the Company's expense in conducting their duties. The Company provides insurance cover and indemnities for its Directors and officers.
Board Process
The Board governs through clearly identified Board Committees to which it delegates certain powers. These are the Audit Committee, Remuneration Committee and Nominations Committee. They are properly authorized under the constitution of the Company to take decisions and act on behalf of the Board within the parameters laid down by the Board.
A summary of the operations of these Committees is set out below. The effectiveness of the Audit, Remuneration and Nominations Committees is underpinned by their Non-executive Director membership which provides independent insight on governance matters.
Nominations Committee
The Nominations Committee leads the process for Board appointments, re-election and succession of Directors and the Chairman. The Committee is chaired by Steve Broughton and its current members are Christopher Baker and Adrian Palmer. Where matters discussed relate to the Chairman, the Senior Independent Non-executive Director chairs the meeting. The Nominations Committee also meets to discuss the ongoing structure and capability of the Board.
Click here to view the Nominations Committee Terms of Reference.
Remuneration Committee
The Remuneration Committee's role is to determine and recommend to the Board the remuneration of the Executive Directors. It monitors the levels and structure of remuneration for senior management and seeks to ensure that they are designed to attract, retain and motivate the Executive Directors needed to run the Company successfully. Christopher Baker chairs the Committee, which is composed entirely of independent Non-executive Directors. The current Committee member is Steve Broughton.
Click here to view the Remuneration Committee Terms of Reference.
Audit Committee
The Audit Committee's main responsibilities are to review the financial statements, to review the Group's internal control and risk management systems, to consider the appointment of the external auditors, their independence and reports to the Committee, as well as to review the programme of Internal Audit.
Christopher Baker is the Chairman of the Committee. The other current Committee members are Steve Broughton and Adrian Palmer.
Click here to view the Audit Committee Terms of Reference.
Risk Management
The Board has overall responsibility for internal control, including risk management, and agrees appropriate policies to ensure the achievement of the Company's objectives. Executive management has a responsibility to identify, evaluating and managing all financial and non-financial risks. It is the Executives' role to implement and maintain the control systems across the business in accordance with the Board's policies and in line with best practice.
Identifying risks
The Board considers and approves the Key Risk Register and the mitigating actions and, also, considers where future opportunities and risks lie and their impact on overall future strategy.
Internal controls and risk management
Once identified, accountabilities for managing these operational opportunities and risks are assigned to line management.
Ai has a rolling business plan that focuses on delivering the Group's strategy. Each department’s objectives are scoped from the plan and are cascaded to individual team members for their own personal objectives.
We have a well-defined programme for communication of policies and procedures and performance to all employees. This provides them with a clear definition of the Group's plans, strategy and goals. This ensures that all our people understand what is expected of them and how the business is performing.
Monitoring the controls
Alongside the processes for monitoring controls through the Board and its committees the Executive team monitors controls through the Executive Management team, who formally meet with Executive Directors on a monthly basis.
Internal and External Audit
The internal audit department is fully independent of business operations and has a Group-wide mandate. It operates on a risk-based methodology so ensuring that the Group's key risks receive appropriate regular examination.
Grant Thornton LLP, the company's external auditors, contribute a further independent perspective on certain aspects of the internal financial control system arising from their work, and report accordingly.
The engagement and independence of external auditors is considered annually by the Audit Committee before they recommend their selection to the Board. The Committee has satisfied itself that Grant Thornton LLP are independent and there are adequate controls in place to safeguard their objectivity.
