Corporate Governance.

The company is committed to the principles of corporate governance and corporate responsibility. As an AIM listed group, Newmark PLC is not required to comply with UK Corporate Governance Code, However and as detailed further below, the Board is committed to applying certain principles of good governance set out in this code, as appropriate for the current size of the group.
Newmark Security PLC is subject to the UK City Code on Takeovers and Mergers.

Corporate Governance

The Board comprises a Non-Executive Chairman, two Executive Directors and two Non- Executive Directors and have a wealth of experience in finance, business management, acquisitions and sales and marketing.

The Board meets regularly to exercise full and effective control over the Group. The Board has a number of matters reserved for consideration, with the principal responsibilities being to monitor performance and ensure that there are proper internal controls in place, to agree overall strategy and acquisition policy, to approve major capital expenditure and to review budgets. In addition to the Board meetings, the directors communicate frequently to review the operation and development of the Group.
The Board will also consider reports from senior members of the management team, and meets regularly with members of the senior management team. The Chief Executive Officer takes responsibility for the conduct of the Group and overall strategy.

Under the Company’s Articles of Association, the appointment of all Directors must be approved by the shareholders in General Meeting, and additionally one-third of the Directors are required to submit themselves for re-election at each Annual General Meeting. Additionally, each Director has undertaken to submit themselves for re-election at least every three years.
The Directors acknowledge their responsibility for the Group’s systems of internal financial control which are designed to provide reasonable but not absolute assurance that the assets of the Group are safeguarded and that transactions are properly authorised and recorded.

Key controls are:
• Day to day supervision of the business by the Executive Directors,
• Maintaining a clear organisational structure with defined lines of responsibility,
• Production of management information, with comparison against budget,
• Maintaining the quality and integrity of personnel,
• Board approval of all significant capital expenditure and all acquisitions.

Each Group company is responsible for the preparation of a budget for the following year, which is presented to and required to be agreed by the Board before the beginning of that year. The subsidiary is required to report actual performance against that plan and the corresponding period in the previous year each month.

The Board has established two standing committees, the Audit and the Remuneration Committee, comprising Non-Executive Directors. Each committee has written terms of reference.

Audit committee

The Audit Committee, comprising R Waddington and M Dwek, is responsible for the appointment of external auditors, reviewing the interim and annual financial results, considering matters raised by the auditors and reviewing the internal control systems operated by the Group.
Remuneration committee

The Remuneration Committee, comprising M Rapoport, M Dwek and R Waddington meets at least once a year to review the terms and conditions of employment of Executive Directors including the provision of incentives and performance related benefits.