Corporate Governance

Corporate Governance

The Board presently comprises two executive directors and four non-executive directors

  • P G Harverson, Chairman & Nomination Committee
  • R Sansom, NED, Nomination Committee (Chair)
  • P Taylor, NED, Audit Committee (Chair), Remuneration Committee (Chair) & Nomination Committee
  • I Kershaw, NED, Remuneration Committee & Audit Committee
  • O Scott, NED, Remuneration Committee
  • R Petti, CEO
  • T Gingell, CFO

Full biographies of the directors of the Board can be found at Our Board

Audit committee responsibilities

Financial reporting

  • Review of all financial reports released to the market and shareholders
  • Review of significant reporting issues and judgements
  • Review of accounting policies selected and their application

Internal controls

  • Review of the effectiveness of the Group's internal control and risk management procedures


  • Review of the group's whistleblowing policies and procedures

External audit

  • Recommending appointment, re-appointment or removal of external auditors
  • Overseeing the Group's relationship with the external auditors, including assessing their independence
  • Agreeing the annual audit plan and reviewing the finding and effectiveness of the audit

Remuneration committee responsibilities

  • Agreeing the framework for the Group's remuneration policy for Director's and key management personnel, including determining individual remuneration policies for executive directors
  • Approving the design and targets for short and long term incentive plans
  • Determining the policy and scope of pension arrangements
  • Ensuring contractual terms and payments made on termination are fair to both the individual and the Group
  • Agreeing the policy for authorising expense claims by the Chair and Chief Executive

Nomination committee responsibilities

  • Reviewing the size, structure and composition of the Board to ensure that an appropriate mix of skills, knowledge and experience is achieved
  • Succession planning for the Board and other key management roles
  • Identifying and recommending to the Board candidates to fill Board vacancies
  • Ensuring non-executive directors are able to make the necessary time commitments to fulfil their role
  • Ensuring non-executive directors receive letters of appointment, detailing their responsibilities
  • Making recommendations to the Board about the appointment, removal or continuation in office of any director

Corporate governance code

Whilst the Group does not comply in full to the UK Corporate Governance Code September 2014 ("The Code"), the directors' are committed, wherever reasonably practicable, to ensure the Group is managed in accordance with the principles set out in The Code.

Ubisense Group plc is subject to the UK City Code on Takeovers and Mergers by virtue of the fact that the company is managed and controlled in the UK.

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