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Corporate Governance

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.

 

The Board

 

The Board currently consists of four Executive Directors and six 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 Officers are responsible for formulating the Group's strategy and for the Group's day-to-day business and are 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, Paulette Garafalo, Tim Wade and Colin Tucker. 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 Colin Tucker, Tim Wade and Amanda Burton. Amanda chairs the Committee.

 

Nominations 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 Committee are Peter Ayliffe, Amanda Burton and Colin Tucker. Peter chairs the Committee.

 

UK City Code on Takeovers and Mergers

 

Monitise is subject to the UK City Code on Takeovers and Mergers.