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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.

 

The Board

The Board currently consists of three Executive Directors and seven 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 David Dey.

 

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 Tim Wade, Colin Tucker and David Dey. 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, David Dey, Tim Wade and Sushovan Hussain. Colin 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, David Dey and Colin Tucker. Peter chairs the Committee.