Annual Report and Accounts 2022 | Anemoi International Limited 11
practices adopted by all employees in the Group. An open
culture is encouraged within the Group. The management
team regularly monitors the Group’s cultural environment
and seeks to address any concerns than may arise, escalating
these to Board level as necessary.
The Group is committed to providing a safe environment for
its staff and all other parties for which the Group has a legal
or moral responsibility in this area.
Anemoi has a strong ethical culture, which is promoted by
the actions of the Board and management team. The Group
has an anti-bribery policy and would report any instances of
non-compliance to the Board. The Group has undertaken a
review of its requirements under the General Data Protection
Regulation, implementing appropriate policies, procedures
and training to ensure it is compliant.
9. Maintain governance structures and
processes that are fit for purpose and
support good decision-making by the Board
The Board has overall responsibility for promoting the success
of the Group. The Chairman has day-to-day responsibility
for the operational management of the Group’s activities.
The non-executive Directors are responsible for bringing
independent and objective judgment to Board decisions.
Matters reserved for the Board include strategy, investment
decisions, corporate acquisitions and disposals.
There is a clear separation of the roles of Executive Chairman
and Non-executive Directors. The Chairman is responsible
for overseeing the running of the Board, ensuring that no
individual or group dominates the Board’s decision-making
and ensuring the Non-executive Directors are properly
briefed on matters. Due to its current size, the Group does
not require nor bear the cost of a chief executive.
The Chairman has overall responsibility for corporate
governance matters in the Group but does not chair any of
the Committees. The Chairman also has the responsibility for
implementing strategy and managing the day-to-day business
activities of the Group. The Chairman is also responsible for
ensuring that Board procedures are followed and applicable
rules and regulations are complied with.
The Audit Committee normally meets at least once a year
and has responsibility for, amongst other things, planning
and reviewing the annual report and accounts and interim
statements involving, where appropriate, the external
auditors. The Committee also approves external auditors’ fees
and ensures the auditors’ independence as well as focusing on
compliance with legal requirements and accounting standards.
It is also responsible for ensuring that an effective system of
internal control is maintained. The ultimate responsibility for
reviewingandapprovingtheannualnancialstatementsand
interim statements remains with the Board.
A summary of the work of the Audit Committee undertaken
in the year ended 31 December 2022 is set out above. The
Committee has formal terms of reference, which are set out
in the Board of Directors section of the Company’s website.
The Remuneration Committee, which meets as required,
but at least once a year, has responsibility for making
recommendations to the Board on the compensation of
senior executives and determining, within agreed terms of
reference,thespecicremunerationpackagesforeachofthe
Directors. It also supervises the Company’s share incentive
schemes and sets performance conditions for share options
granted under the schemes.
A summary of the work of the Remuneration Committee
undertaken in the year ended 31 December 2022 is set out
above. The Committee has formal terms of reference.
The Directors believe that the above disclosures constitute
sufcientdisclosureto meettheQCA Code’srequirement
for a Remuneration Committee Report. Consequently, a
separate Remuneration Committee Report is not presented
in the Group’s Annual Report.
10. Communicate how the Group is governed
and is performing by maintaining a
dialogue with shareholders and other
relevant stakeholders
The Board believes that the Annual Report and Accounts, and
the Interim Report published at the half-year, play an important
part in presenting all shareholders with an assessment of the
Group’s position and prospects. The Annual Report includes
a Corporate Governance Statement which refers to the
activities of both the Audit Committee and Remuneration
Committee. All reports and press releases are published in
the Investor Relations section of the Group’s website.
TheGroup’snancialreportsandnoticesofGeneralMeetings
of the Company can be found in the Reports and Documents
section of the Company’s website. The results of voting on
all resolutions in future general meetings will be posted to
this website, including any actions to be taken as a result of
resolutions for which votes against have been received from
at least 20 per cent of independent shareholders.
C.Duncan Soukup
Chairman
04 July 2023
CORPORATE GOVERNANCE STATEMENT
CONTINUED