The Board is committed to maintaining high standards of corporate governance. To assist the Board in reporting to shareholders the Company has adopted the QCA Corporate Governance Code, which is widely recognised. The Board believes that the governance practices at Prospex are aligned with the ten principles of good governance set out in the Code, which are explained in the Company’s Corporate Governance Report. This report also explains some variations in Prospex’s adoption of the Code where they exist. To read Prospex’s Corporate Governance Report, please CLICK HERE.

Furthermore, as part of the Company’s Corporate Governance policy, the Board has established Audit and Remuneration Committees.

The Board is committed to creating value for shareholders; determining strategy, investment and acquisition policy; approving significant items of expenditure; and considering significant financing and legal matters.

The Board has referred certain responsibilities to the Board Committees, which operate within defined terms. The current composition and responsibility of Board Committees is as follows:

The Remuneration Committee consists of Bill Smith, Andrew Hay and Alasdair Buchanan, who also chairs the committee, and is responsible for making recommendations to the Board, within agreed terms of reference, on the Company’s framework of executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for any executive directors, including performance related bonus schemes, pension rights and compensation payments. The Board itself determines the remuneration of the non-executive directors.

The Audit Committee consists of  Alasdair Buchanan, Andrew Hay and Bill Smith, who also chairs the committee, and provides a forum for reporting by the Company’s external auditors. The Committee is responsible for reviewing a wide range of matters, including half-year and annual results before their submission to the Board, and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The Committee advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature, scope and results of the audit with the external auditors. The Committee keeps under review the cost effectiveness and the independence and objectivity of the external auditors.

Date of last review July 2023.