Monitise was founded in 2003 and was listed on the Alternative Investment
Market (AIM) of the London Stock Exchange on the 28th June 2007.
Monitise's country of incorporation is the United Kingdom and its main
territories of operation are Europe and the United States.
Monitise seeks to comply with the provisions and principles of good
corporate governance and code of best practice as set out in the UK
Corporate Governance Code (the 'Code') in so far as it is practicable for a
group of its size and structure. As Monitise is quoted on the AIM Market of
the London Stock Exchange, it is not required to comply with the principles
of corporate governance as set out in the Code.
UK City Code on Takeovers and Mergers
Monitise is subject to the UK City Code on Takeovers and Mergers.
The Board currently consists of two Executive Directors and three
Non-Executive Directors, including the Chairman.
The Board ensures that there is an Independent Director appointed as the
Senior Non-Executive Director. This position is held by Amanda Burton.
The posts of Chairman and Chief Executive Officer are held by different
Directors. The Chairman leads the Board in determining strategy,
achievement of objectives and organising the business of the Board. The
Chief Executive Officer is responsible for formulating the Group's strategy
and for the Group's day-to-day business and is accountable to the Board for
the financial and operational performance of the Group.
The Committees of the Board
The following Committees have been established to assist the Board
in fulfilling its responsibilities:
Audit & Risk Committee: The role of the Audit & Risk Committee is to
monitor all financial statements of the Company, review internal financial
controls, consider the need for an internal audit function and report to the
Board on its findings if it considers action or improvement is required.
The members of the Audit & Risk Committee are Amanda Burton
and Tim Wade. Tim chairs the Committee.
Remuneration Committee: The Committee considers and approves specific
remuneration packages for each Executive Director following consultation
with the Chairman. In accordance with guidelines set by the Board, it
determines the Group's policy on remuneration of senior executives and
controls the operation of share option schemes and the grant of options.
The members of the Remuneration Committee are Tim Wade and Amanda
Burton. Amanda chairs the Committee.
Nominations and Governance Committee: The Committee meets as required
to initiate the selection process of, and make recommendations to, the Board
with regard to the appointment of new Directors.
The members of the Nominations and Governance Committee are Peter
Ayliffe, Amanda Burton and Tim Wade. Peter chairs the Committee.