Governance

The Board is comprised of two Executive directors and four Non-executive directors, of which three are fully independent. The Board has created two Committees: Audit, Risk and Sustainability; and Remuneration. Each has written terms of reference and formally delegated duties and each is comprised of Independent Non-executive directors.

The Audit, Risk and Sustainability Committee is chaired by Carolyn Clarke and its other member is Christopher Nash. It reviews all aspects of the Group’s enterprise risk universe, its risk appetite, mitigating controls and the assurance provided to the Directors. In doing so, effective ESG management has been embedded in governance procedures from the outset, allowing for risks to be mitigated and opportunities to be identified.

The Committee is responsible for oversight of all processes, controls and disclosures associated with Elcogen’s financial reporting and accounting requirements, as well as moving beyond this to consider the non-financial disclosures and commitments, including those related to all aspects of ESG and climate risk. Elcogen intends to adopt the framework outlined in the Taskforce on Climate-Related Financial Disclosures and will work towards compliance with all aspects of the recommendations that have emerged from the UK Government’s consultation process into “Restoring Trust in Audit and Corporate Governance”.

The Remuneration Committee comprises Christopher Nash as Chairman and Carolyn Clarke. It reviews the performance of the Executive directors and set the scale and structure of their remuneration and the basis of their service agreements with due regards to the interests of shareholders. In determining the remuneration of Executive directors, the Remuneration Committee seeks to enable the Group to attract and retain executives of the highest calibre.

The Remuneration Committee also makes recommendations to the Board concerning the allocation of awards under the Share Plans and for the administration of the Share Plans. No director is permitted to participate in discussions or decisions concerning their own remuneration.