Composition of the Board

The Board is responsible for setting and approving the Group’s long term objectives and overall strategy as well as monitoring performance. The Board currently consists of two Executive Directors and four Non-Executive Directors.

All of the Non-Executive Directors are considered by the Board to be independent. They all bring significant and diverse commercial experience to the Board and their views carry considerable weight in the decision making process.

There is currently no division of responsibility between the roles of the Chairman and the Chief Executive due to the stage of development of the company and the strategy of using business partners to undertake much of the product development role.

Board Committees

The Board is supported in its role by three key committees which have written terms of reference and consist of the Non-Executive Directors.

Remuneration Committee

The aim of the Remuneration Committee is to ensure that shareholder and management interests are aligned. In doing so we also aim to make the schemes more transparent, easier to communicate and simpler to operate.

Remuneration Committee members and meetings

The Remuneration Committee consists of the four Non-Executive Directors. It is chaired by Geoff Berg and meets as required during the year. The Committee determines the remuneration and benefit of the Executive Directors.

The remuneration of Non-Executive Directors is determined by the Board within the limits set by the Company’s Articles of Association.

The Chairman is invited to attend meetings of the Committee but is not involved in any decisions relating to his own remuneration.

The Committee keeps itself informed of all relevant developments and best practice in the field of remuneration and seeks advice from external advisers when it considers it appropriate.

PDF Download AorTech Remuneration Committee Terms of Reference

Audit Committee

The objective of the Committee is to provide oversight and governance to the Group’s financial reports, its internal controls and processes in place, its risk management systems and the appointment of and relationship with the external auditor.

The Audit Committee is chaired by David Richmond and consists of the other three Non-Executive Directors. The Executive Directors attend by invitation. It meets a minimum of two times per year and at least once a year with the external auditors present.

Its role is to monitor the integrity of the financial statements, including the Annual and Interim Reports, review the significant accounting policies and financial reporting judgements contained therein and provide updates and recommendations to the Board. It is also responsible for reviewing and evaluating the adequacy of internal control and risk management processes.

PDF Download AorTech Audit Committee Terms of Reference

Nomination Committee

The primary purposes of the Committee is to lead the process for Board appointments and to make recommendations for maintaining an appropriate balance of skills on the Board.

Nomination Committee members and meetings

The Nomination Committee is chaired by the Chairman, and consists of the four Non-Executive Directors. The Committee shall meet as necessary to fulfil its responsibilities and meet its objective.

Its role is to review the structure size and composition of the Board, consider succession planning, review performance of the Directors and the Board as a whole and identify candidates for new Board positions.

PDF Download AorTech Nomination Committee Terms of Reference