Corporate Governance

Actual Experience is an AIM-quoted Company and, accordingly, compliance with the UK Corporate Governance Code (the Code) is not mandatory. However, the Group remains committed to high standards of corporate governance and seeks to comply with the Code to the extent appropriate in its circumstance. In addition, the Company seeks to follow the recommendations of the Quoted Companies Alliance in relation to the corporate governance of companies on AIM.

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 22 October 2019

The Directors recognise the importance of sound corporate governance and remain committed to delivering the long-term success of the Group through an effective framework of leadership, management and controls

The Audit Committee

The Audit Committee is chaired by Sir Bryan Carsberg and the other committee members are Mark Reilly and Paul Spence. 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.

Terms of Reference

Chairman:
Sir Bryan Carsberg

Members:
Dr Mark Reilly
Paul Spence

The Remuneration Committee

The Remuneration Committee is chaired by Mark Reilly and the other committee members are Stephen Davidson and Sir Bryan Carsberg. 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.

Terms of Reference

Chairman:
Dr Mark Reilly

Members:
Stephen Davidson
Sir Bryan Carsberg

The Nominations Committee

The Nominations Committee is chaired by the independent Non-Executive Chairman, Stephen Davidson, and the other committee members are Dave Page, Mark Reilly and Paul Spence. 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.

Terms of Reference

Chairman:
Stephen Davidson

Members:
Dave Page
Dr Mark Reilly
Paul Spence

The Risk Committee

The Risk Committee is chaired by Paul Spence and the other committee members are senior managers of the Company, including the Chief Financial Officer. The Risk Committee determines the overall process to identify, manage and control risk within Actual Experience. It is responsible for developing the Risk Policy and approving any subsequent changes to its content. The Risk Committee receives reports from management on the residual risks within Actual Experience and determines the appropriate level of risk appetite for the Company.

Terms of Reference

Chairman:
Paul Spence

Members:
Steve Bennetts
Dave Page
Robin Young