The Company follows the Quoted Companies Alliance Code (” QCA Code”) .
To view the Code, click here.

Last reviewed 14 December 2020

The members of the Board are John Gunn the Chairman, Samantha Esqulant the Chief Executive Director, Nilesh Kumar Jagatia the Chief Financial Officer and Anthony Binnie the Independent Non-Executive Director.  The Company is also in the process of appointing a second independent Non-Executive Director which it expects to conclude shortly and will, at all times, seek to maintain a minimum of two independent Non-Executive Directors on the Board.

Octagonal and its Group is committed to providing a clear separation of powers between the running of the Board and the executive responsibility for the running of the Company’s business. The roles of the Chairman and Chief Executive are separate, and the Board has agreed their respective responsibilities as set out below:

The Chairman is responsible for the following:

• lead and manage the work of the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibility;
• setting out the agenda so that the Board receives timely and accurate information to allow them to effectively promote the success of the Company and its Group;
• setting the style and tone of the Board’s discussions to promote effective decision-making and encouraging active performance by all the members of the Board;
• promoting effective and open communication between the Executive and Non-Executive Directors;
• is to uphold higher standards of corporate governance, ensures clear structure and implementation of the Board’s decisions;
• establish a close relationship of trust and confidence with the Executive Directors and is acting as a general advisor providing support and advice;
• representing the Company and its Group by acting as a gateway to the shareholders and investors in understanding their views and opinions; and
• ensuring that the performance of individuals, of the Board and its committees, is evaluated at least once a year.

The Board has delegated the responsibility for the day-to-day management of the Company and its Group to the Chief Executive Director (Samantha Esqulant) who is responsible for leading the executive directors and for making and implementing operational decisions. Samantha Esqulant is CF10a CASS and CF11 for FCA reporting purposes.

The Executive Director is responsible for:

• developing the Company’s and its Group’s objectives and strategy that is to be approved by the Board having regarded to the Company’s responsibilities to its shareholders, investors and employees;
• providing recommendations about the Company’s and its Group annual budget and other financial planning to the Board for approval;
• making recommendations on remuneration policy;
• helping to identify and execute new business opportunities, manage the Company’s and its Group’s risks and ensures that the Company has appropriate internal controls in place;
• providing means for timely and accurate disclosure of information, including escalation of issues;
• approving policies and procedures;
• leading the day to day decision making by the Company and its Group and communicating decisions to the Board and ensuring effective implementation of the Board’s decisions;
• regularly reviewing the operational performance and strategic directions of the Company and its Group including its structure and make changes where appropriate with the approval of the Board; and
• representing the Company together with the Chairman to its customers, suppliers, government organisations, shareholders, financial institutions, employees, media and to the public.

Octagonal’s Non-Executive Director is Anthony Binnie. Mr Binnie has been appointed to scrutinise the performance of the management in meeting and agreeing goals and objectives, as well as monitor and reporting of performance.

The Non-Executive Director’s main responsibilities are to:

• constructively challenge and help to develop proposals on strategy;
• monitor financial reporting and performance to satisfy himself on the integrity of financial information and that financial controls and systems of risk management are robust;
• determining appropriate levels of remuneration of the Executive Directors and where appropriate have a prime role in appointing and removing executive directors; and
• be the central point for board members for any concerns regarding the Chairman and the Executive Directors.

The Audit Committee is chaired by Anthony Binnie, the Independent Non Executive Director and its other member is Nilesh Jagatia the Chief Financial Officer. It is expected that they will be joined by the second independent Non-Executive Director following their appointment. The Audit Committee acts independently to ensure that the interests of the Company and its Group are properly protected in relation to financial reporting and internal controls.

The directors have established the Audit Committee to ensure that appropriate financial reporting procedures are properly monitored, controlled and reported on at a minimum by IFRS approved foreign exchange accounting policies, and rules governed by the FCA and AIM employing general accepted account practices.

The Audit Committee provides a forum for reporting by the Group’s external auditors. The Committee is also 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 Audit Committee will advise the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and will discuss the nature, scope and results of the audit with the external auditors. The Committee will keep under review the cost-effectiveness and the independence and objectivity of the external auditors.

The Audit Committee is responsible for ensuring the “right tone at the top” and that the ethical and compliance commitments of management and employees are understood through the Group.

The Audit Committee meets not less than twice in each financial year.

The remuneration committee supports the remuneration process. The Remuneration Committee 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 Remuneration Committee also determines and reviews the performance and the terms of service of the directors, including salary, incentives and benefits, and makes recommendations to the Board. The Board itself determines the remuneration of the Executive Directors.

The Remuneration Committee comprises of  the Chief Executive Director Samantha Esqulant and is chaired by the Independent Non-Executive Director Anthony Binnie. It is expected that they will be joined by the second independent Non-Executive Director following their appointment. The Committee meets as often as it deems necessary and at least annually to discharge its responsibilities and to support good decision making by the Board.

Appointments to the Committee shall be for periods of up to three years which may be extended for further periods of three years as and when required. Furthermore, the Committee makes recommendations to the Board on proposals for the granting of share options and other incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time.