Corporate governance

Introduction

Mercia has been a member of the Quote Companies Alliance (“QCA) since 2015 to further its understanding of, and adherence to, good corporate governance practice. While adherence to the QCA’s Corporate Governance Code (the QCA Code) was not mandatory at that time, the Group sought to follow its recommendations where practical. For Mercia, good corporate governance is about ensuring that the Group is aligned with its shareholder’s objectives and that the execution of the strategy adopted will create long-term incremental shareholder value. In March 2018 the London Stock Exchange introduced a new requirement for companies admitted to trading on AIM to adopt and comply with a recognised corporate governance code by 28 September 2018. Mercia formally adopted the QCA Code on 21 September 2018.

The Board

The Board comprises seven Directors, of which three are Executives and four are Non-executives. Collectively they reflect a balance of different skills, experiences and backgrounds. The Chief Financial Officer is also the Company Secretary.

The Board has a schedule of matters reserved for its approval, including inter alia, setting the Group's strategic direction, approving annual budgets, monitoring performance against plan, authorising all material direct investment decisions and all corporate transactions. The Board will meet formally for a minimum of eight times each year.

Board members

Ian Metcalfe  (Non-executive Chair)

Dr Mark Payton (Chief Executive Officer)

Martin Glanfield (Chief Financial Officer)

Julian Viggars (Chief Investment Officer)

Ray Chamberlain (Non-executive Director)

Dr Jonathan Pell (Non-executive Director)

Caroline Plumb OBE (Non-executive Director)

The Board delegates specific duties and responsibilities to certain committees and has established an Audit Committee, a Remuneration Committee and a Nominations Committee, as described more fully below.

Audit Committee

The Audit Committee is appointed by the Board to assist the Board in fulfilling its obligations relating to the integrity of the internal financial controls and financial reporting of the Company, including in relation to standards set by the Financial Reporting Council for Client Assets (“CASS”) audit purposes

The Audit Committee comprises its Chair Dr Jonathan Pell, Ian Metcalfe and Caroline Plumb OBE. Executive Directors attend by invitation. The Audit Committee will meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. It has unrestricted access to the Group's external auditor. The Audit Committee Terms of Reference can be found here.

Remuneration Committee

The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of the Chair, the Executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, share options or other long term incentive plans. The remuneration of Non-executive Directors is a matter for the Chair and the Executive Directors. No Director is involved in any decision as to his or her own remuneration.

The Remuneration Committee comprises Ian Metcalfe as Chair and Caroline Plumb OBE. The Remuneration Committee will meet at least twice a year and otherwise as required. The Remuneration Committee Terms of Reference can be found here.

Nominations Committee

The Nominations Committee is responsible for identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board and the Chair of each committee. The Nominations Committee will also arrange for evaluation of the Board. The Nominations Committee comprises Ian Metcalfe as Chair and Dr Jonathan Pell. The Nominations Committee will meet at least twice a year and otherwise as required. The Nominations Committee Terms of Reference can be found here.

Registered office

Forward House, 17 High Street, Henley-in-Arden, Warwickshire, B95 5AA