For the purpose of AIM Rule 26, the recognised corporate governance code that the Board has decided to adopt is the Quoted Companies Alliance Corporate
Governance Code (‘QCA Code’). The Board believes the QCA Code provides the most appropriate framework of governance arrangements for the Company,
considering the size and stage of development of the Company’s business. The following information is a summary of how we currently comply with the key
principles listed in the QCA code:
The Board meets at least five times a year and in addition to the formal scheduled meetings, the Board holds informal discussions with Executive Directors and senior operational managers.
The Board has a schedule of matters reserved for its approval which includes strategy, acquisition and disposal of subsidiaries and intellectual property, annual budgets and progress to the achievement of these budgets, reviews of any significant risks facing the Group, receiving reports on the views of Company shareholders, consideration of major capital projects, and significant financing matters.
The Board has delegated certain powers and duties to the Board Committees, all of which operate within clearly defined terms of reference and in accordance with the Code, where applicable.
Last updated 14 October 2020
The Audit Committee is chaired by Sir Bryan Carsberg and the other committee members are Stephen Davidson and Kirsten English. The Audit Committee determines and examines matters relating to the financial affairs of Actual Experience including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company.
Chairman:
Sir Bryan Carsberg
Members:
Stephen Davidson
Kirsten English
The Remuneration Committee is chaired by Stephen Davidson and the other committee members are Sir Bryan Carsberg and Kirsten English. The independent Non-Executive Chairman sits on the Remuneration Committee. The Remuneration Committee reviews and makes recommendations in respect of the Directors' remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees under the Share Option Scheme.
Chairman:
Stephen Davidson
Members:
Sir Bryan Carsberg
Kirsten English
The Nominations Committee is chaired by the independent Non-Executive Chairman, Stephen Davidson, and the other committee members are Dave Page, Sir Bryan Carsberg and Kirsten English. The Nominations Committee monitors the size and composition of the Board and the other Board Committees, is responsible for identifying suitable candidates for Board membership and monitors the performance and suitability of the current Board on an ongoing basis.
Chairman:
Stephen Davidson
Members:
Dave Page
Kirsten English
Sir Bryan Carsberg
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Non-Executive Chairman
Stephen is currently Non-executive chairman of JSE listed Datatec Limited and holds Non-executive Director roles at Informa plc and MCB Group Ltd. In his earlier career, Stephen was CFO, then CEO, of Telewest Communications plc and Vice Chairman of investment banking at WestLB Panmure.
Chief Executive Officer
Dave has diverse commercial and technical IT experience. He has advised on multinational corporate business systems, with roles in enterprise, outsourcing, software and hardware companies. Dave was the founding member of the management team at Nexagent, a venture funded software business acquired by EDS in 2008. In 1998, Dave established and led the Consulting team for the $1 billion European Service Provider line of business at Cisco. Before this, Dave worked at IBM Global Services, BT Global Services and NatWest on numerous aspects of corporate IT infrastructure.
Chief Financial Officer
Steve joined Actual Experience in October 2013. He qualified as a Chartered Accountant with Ernst & Young and subsequently has spent most of his career in the technology sector. Initially Steve worked as EMEA Finance Director at several Nasdaq quoted technology companies where he gained valuable international experience as well as leading the accounting, HR, legal, and administrative functions. This period included leadership of the team put in place to establish Amazon’s European operations, including managing the early hyper-growth in the UK and Germany. Subsequently Steve has worked at VC funded UK-based technology companies; a highlight of this period included the trade sale of Content Technologies for approximately $1 billion.
Non-Executive Director
Kirsten is currently Non-executive Director of Innovate Finance and Non-executive Director of Universities Superannuation Scheme(she is also Chair of the Governance and Nominations Committee). Previously, Kirsten has held executives roles in FTSE 25, SME and Private Equity businesses internationally including CEO and Chair assignments.
Non-Executive Director
The former Director General of OFT and Oftel, Sir Bryan Carsberg brings to the Board vast experience of the communications industry. He was instrumental in introducing competition regulation in the telecoms industry, has held board positions with Cable & Wireless Communications plc, Inmarsat plc and RM plc, and in 2002 was Expert Adviser to the Joint Parliamentary Committee to undertake pre-legislative scrutiny of the proposed new Communications bill, now the Communications Act, 2003. His expertise will be particularly valuable in Actual Experience’s on-going work in improving the digital quality of the internet.
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