Corporate Goverance
MAMA Group Plc is committed to high standards of Corporate Governance; however as the Company is currently listed on AIM, it is not required to comply with the Combined Code or the Turnbull report. The Board is accountable to the Company's shareholders for good Corporate Governance and has adopted procedures it considers appropriate, having regard to the size and best interests of the Company and the other members of its group ("the Group").
The Board is currently made up of four executive directors – the two Co-Chief Executive Officers, the Chief Operating Officer and the Group Finance Director - and one Non-Executive Director. For further information about the directors please see the 'about us' page of this website. The Non-Executive Director is independent.
In order to ensure that the Directors can properly carry out their role, the members of the Board are provided with high quality information and financial details prior to all Board meetings. The Board meets monthly throughout the year to discuss and decide the Group’s business and strategic decisions. In addition, there is a high degree of contact between Board meetings to ensure all Directors are aware of the Group’s business.
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Audit Committee
Charles McIntyre
Responsibility for the Group’s internal controls rests with the Board. The Audit Committee is responsible for ensuring that the Combined Code of Best Practice is implemented in respect of matters relating to the Group’s external audit.
The Audit Committee currently consists of the Non-Executive Director and the Chief Operating Officer and its meetings are attended by the Group Finance Director.
In addition, the Audit Committee considers the appointment and the fees of the external auditors. The Audit Committee also discusses the scope of the audit before its commencement and it receives reports from the external auditors.
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Remuneration Committee
Charles McIntyre
The Remuneration Committee currently comprises the single Non-Executive Director.
Details of the Directors’ remuneration are presented in the Company's report and accounts available from the 'documents' section of this website.
The Remuneration Committee monitors the performance of each of the Group’s Executive Directors and senior executives to ensure they are rewarded fairly for their contribution. The Remuneration Committee also controls the issue of options to motivate staff and create incentives for executives and senior staff. The recommendations of this Committee are presented to a meeting of the full Board.
Professional advice is available to this Committee from the Company’s Nominated Adviser and Broker.
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Nomination Committee
The Company does not currently operate a Nomination Committee, but it will establish one when the Group’s size necessitates.
The Directors are currently satisfied with the balance of the Board and the way it operates. It is flexible in accordance with the Group’s needs.
All Directors are subject to retirement by rotation every three years.
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Internal Controls
The members of the Board are aware of their overall responsibility for ensuring that the Group has a system of internal controls in place that is appropriate. However, shareholders should be mindful that any system can only provide reasonable, not absolute, assurance against material misstatement or loss and is designed to manage but not eliminate the risk of failure to achieve business objectives.
The key procedures are:
• a Corporate Governance policy with clearly defined rules relating to the delegation of authority;
• preparation of annual budgets for all the businesses, reviewed by executive management and subject to Board approval;
• monthly review of sales, cash and profitability compared with budget. The Group does not have an formal internal audit function, although the need for this will be reviewed as the Group develops.
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Risk Factors
The Directors regularly review the operational risks facing the Company and its subsidiaries and consider the steps to be taken to plan to minimise the effect of such risks.
Given the different natures of the businesses of each of the Group’s divisions, a number of different risk factors are considered to be relevant by the Directors.
Certain key risk factors are now set out in the Directors' business review contained within the full year report and accounts available to download from 'documents' section of this website.
These risk factors are not a comprehensive list of all of the risks which are relevant to all of the companies within the Group.
The Company's shares are currently listed on AIM. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the official list of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.