The three principal standing committees of the Board are the Audit, Remuneration and Executive Committees.
The Audit Committee comprises John Christmas and Ian Martin and is chaired by John Christmas. The Company's Auditor is normally in attendance. The Audit Committee reviews the external audit activities, monitors compliance with statutory requirements for financial reporting and reviews the half year and annual financial statements before they are presented to the Board for approval. The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the Auditor and the effectiveness of the Group's internal control systems.
The Remuneration Committee comprises Ian Martin and John Christmas and is chaired by Ian Martin. Although not a member of the Committee, on occasions, and for matters not related to his own remuneration package, the Committee would normally consult the Chief Executive Officer, Mark Hardy, on proposals relating to the remuneration of members of the Group's senior management team, and they who occasionally attend meetings of the Committee by invitation. The Committee, on behalf of the Board, determines all elements of the remuneration packages of the executive Directors and would also approve any compensation arrangements resulting from the termination by the Company of a Director's service contract. The Committee also approves the grant of share options.
The Executive Committee comprises Mark Hardy (CEO) and Jon Hall (COO) and is chaired by Mark Hardy. Although not a member of the Committee, Natasha Rourke, Company Secretary would normally attend being the Group’s Financial Controller. The Executive Committee is responsible for the development of strategy, annual budgets and operating plans linked to the management and control of the day-to-day operations of the Group.
The Executive Committee is also responsible for monitoring key commercial opportunities and relationships, day to day stakeholder engagement and for ensuring that the Board policies are carried out on a Group-wide basis.
As an AIM listed company, the company is required to adopt a recognised corporate governance code and disclose any deviations from the chosen code. The Company has decided to adopt the Quoted Companies Alliance (“QCA”) code. High standards of Corporate Governance are a key priority of the Board and details of how the Company addresses key governance issues are set out in the Corporate Governance section of this website by reference to the 10 principles of Corporate Governance developed by the QCA.
The Company’s vision, together with its partners, is to create innovative data capture solutions that enhance business intelligence for our client base.
Touchstar’s mission is to deliver innovative products and solutions on a ‘turnkey’ basis, underpinned by an unparalleled attention to detail and customer-centred philosophy.
This strategy is intended to deliver long-term growth in shareholder value.
The Board is aware of the need to protect the interests of minority shareholders and balancing these interests with those of the more substantial shareholders. At each board meeting, the Board is updated on the meetings and communications with the shareholders. Research notes by brokers are circulated to all Board members. Throughout the year the Chairman and Chief Executive Officer meet the large, institutional shareholders who hold the majority of the shares. Regular feedback is given to the Board following meetings with the shareholders from the financial PR advisors, and from the shareholders via the brokers. The Group recognises that whilst the majority of the shareholders are large institutions, attention should be paid to the private shareholders and the Investor Relations section of the Group website is regularly updated and amended with the aim being to provide good information to all shareholders, particularly private investors. In addition, the Company holds an open Q&A session at every Annual General Meeting.
The Directors are aware of the impact the business activities have on the communities in which the company’s businesses operate.
The company’s responsibilities to stakeholders including staff, suppliers and customers and wider society are also recognised as important to the delivery of the Company’s business objectives.
The environmental impact of the company’s activities is carefully considered and the maintenance of high environmental standards applied. The Group is committed to reducing that impact as far as reasonably possible through full regulatory compliance, recycling programmes and other initiatives.
The Board has an established Audit, Remuneration, and Executive Committees.
The Group receives regular feedback from its external auditors on the state of its risk management and internal controls. The Board does not consider it to be appropriate to have its own internal audit function at the present time, given the Group’s size and nature of its business.
The annual budget setting process examines all areas of the company’s operations both operationally and financially.
The Company has clear, documented procedures in place to assess and progress opportunities arising, whether for process improvement, product enhancement, new business or any other matter.
The board should be supported by committees (e.g. audit, remuneration, executive) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
The Board is comprised of a non-executive Chairman, two executive directors, and an independent non-executive director. The Board considers that of its two non-executive directors, only one is independent however they are considered independent in terms of character and judgement in how they conduct their roles, giving a balance between executive and non-executive directors.
The Chairman is responsible for leading the Board, facilitating the effective contribution of all members and ensuring that it operates effectively in the interests of the shareholders. The Chief Executive Officer is responsible for the leadership of the business and implementation of the strategy. The Company Secretary is responsible, on behalf of the Chairman, for ensuring that all Board and Committee meetings are conducted properly, that the Directors receive the appropriate information prior to the meeting, for ensuring that governance requirements are considered and implemented and for accurately recording each meeting. The Directors may have access to independent professional advice, where needed, at the Group’s expense.
The Board has an established Audit, Remuneration, and Executive Committee further details of which are contained in the Corporate Governance section.
A description of the roles of the Directors is included on the website. The directors are aware of, and committed to, the time requirements needed to fulfil their roles.
Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. Full biographical details of all Directors are included within this website.
As noted above, the Company has put in place an Audit, Remuneration, and Executive committee. The responsibilities of each of these are set out in the corporate governance statement.
Formal terms of reference have been agreed for all Board Committees and can be found within the website.
The Board recognises that it needs to improve its diversity, and this will be addressed through succession planning and future appointments.
The Company undertakes regular monitoring of personal and corporate performance using agreed key performance indicators and detailed financial reports. Responsibility for assessing and monitoring the performance of the executive directors lies with the Chairman and the independent non-executive director.
The Board and the Remuneration Committee evaluate the Board performance, including but not limited to Board balance, Board skills and remuneration, to ensure that the Board is fit for purpose and is appropriate for the Group’s ongoing development and growth.
The Board and management conduct themselves ethically at all times and promote a culture in line with the standards set out on the website.
The Company’s Corporate Governance Statement terms of reference explains the structures which are in place at Board and Committee level and how these interact, including the roles which individual Directors fulfil on the Board.
At the Annual General Meeting the Chairman issues a statement on current trading. All Directors are available following the meeting to answer questions and for informal discussions. The results of the proxy votes are announced at the meeting, including the abstentions.
TouchStar plc, being a UK registered and traded company, is subject to The City Code on Takeovers and Mergers.