Rule 26

Board Committees
The Board has established four Committees, all of which have written terms of reference. The minutes of the Committees are circulated to and reviewed by the Board.

The Audit Committee
The Audit Committee is chaired by John Reid. The Auditors, Grant Thornton UK LLP, and the Chief Financial Officer normally attends meetings although the Committee meets with the Auditors without the Chief Financial Officer being in attendance for part of the meeting.  The Committee meets at least half yearly to:

– review the Interim and Annual Accounts;
– review reports from the Auditors;
– monitor the adequacy and effectiveness of the systems of internal control; and
– review annually the effectiveness of the Auditors.

The Remuneration Committee
The Remuneration Committee is chaired by Mark Kemp-Gee and is responsible for all elements of the remuneration of the Executive Directors. The Committee oversees the company’s share option schemes. Further details of the Committee are included in the Remuneration Report.

The Nominations Committee
The Nominations Committee comprises non-Executive Directors and the Chairman, and is chaired by Ian Murgitroyd. The Nominations Committee considers the appointment of Directors to the Board.

The Risk Assessment Committee
The Risk Assessment Committee is chaired by Ian Murgitroyd.

Corporate Governance
Murgitroyd Group PLC is listed on AIM and is not subject to the requirements of the Combined Code on corporate governance. However, the Directors are committed to delivering high standards of corporate governance to the company’s stakeholders and other stakeholders including employees and suppliers. The Board has adopted the principles of the 2018 Quoted Companies Alliance Corporate Governance Code (“the QCA Code”) to support the Company’s governance framework. The Directors acknowledge the importance of the ten principles set out in the QCA Code and this statement briefly sets out how the group currently complies with the provisions of the QCA Code and the reasons for any departures from it.

The Company is subject to the UK City Code on Takeovers and Mergers.