Roles and Responsibilites

Role of the committee

The Audit Committee is responsible for ensuring the financial performance of the Group is properly measured and reported and for reviewing reports from auditors relating to the Group accounts and the Group’s internal control systems. The Audit Committee also reviews the independence and the objectivity of the auditor and the supply of non‑audit services.

Key responsibilities

• Review the effectiveness of the Group’s financial reporting, internal control policies and procedures for the identification, assessment and reporting risk
• Significant financial reporting issues, accounting policies and key areas of judgement or estimation
• Consideration of the clarity and completeness of disclosures on the information presented in the financial statements and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy
• Conducting the tender process and making recommendations to the Board in respect of the appointment, reappointment and removal of the Group’s external auditor
• Reviewing and monitoring the external auditor’s independence and objectivity
• Reporting to the Board on how it has discharged its responsibilities

Membership

• Geoff Barnes , Senior Independent Non-Executive – Chair
• Jim Lindop, Independent Non-Executive
• Geoff Barnes is chair of the Audit Committee. Geoff is a chartered accountant and has held a number of senior finance roles. The Board is satisfied that Geoff is the Committee member with recent and relevant financial experience as required by the UK Corporate Governance Code 2018.

The Board is also satisfied that the Committee as a whole has a mix of experience and competencies to assess the issues facing the Group within the semiconductors industry.

Role of the committee

The Nomination Committee is responsible for leading the process in the selection and appointment of directors and for ensuring plans are in place for a succession of Board and Senior Management positions.

Key responsibilities

• Appointments, re-appointments and terminations of employment or engagement of the Company Directors
• Promote long‑term shareholding by the Executive Directors to support the alignment of the Executive Directors’ interests with those of the shareholders
• Review developments in law, regulation and best practice relating to corporate governance and make recommendations to the board on appropriate action

Membership

• New appointments are led by the Group Managing Director and considered by the whole Board acting as the Nominations Committee.

Role of the committee

The Remuneration Committee has responsibility for determining the remuneration policy of the Executive Directors and Senior Management, and implementing as appropriate.

Key responsibilities

• Recommending the remuneration policy for Executive Directors, whilst taking into account the pay and employment conditions of the wider employee population across the Group
• Approving the annual bonus payment which is tied to the overall profit and performance of the Group
• Maintaining appropriate dialogue with shareholders on remuneration matters
• Preparing the annual remuneration report to shareholders, showing how the remuneration policy has been implemented.

Membership

• Nigel Clark, Executive Chairman – chair
• Christopher Gurry, Group Managing Director
• Geoff Barnes, Senior Independent Non-Executive
• The Remuneration Committee meets at least twice during the year, and it ensures that all levels of remuneration are sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.