RhythmOne is committed to maintaining a set of the highest corporate governance practices that allocate rights and responsibilities among the company's stockholders.
RhythmOne has an Audit Committee, a Nomination Committee, and a Remuneration Committee, each consisting of all nonexecutive Directors. Each committee has written terms of delegated responsibilities which are available for review in the Investor Relations section of the Company’s website. A summary of each committee's role is set out below.
The Board and its committees are considered to have the appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively.
The audit committee is primarily responsible for monitoring and reviewing:
- The integrity of the Company's financial statements, including a review of the significant financial reporting issues and judgements contained in them;
- The effectiveness of the Company’s internal control and risk management systems;
- The effectiveness of the Company's internal audit and risk function;
- The Group’s policies and practices concerning business conduct and ethics; and
- The Company’s relationship with the external auditor, including its independence and management’s response to any major external audit recommendations.
The role of the nomination committee is primarily to:
- Review the structure, size, and composition of the Board, including skills, knowledge, experience and diversity;
- Consider succession planning for Directors and other senior executives;
- Identify and nominate for Board approval candidates to fill Board vacancies; and
- Keep under review leadership needs of the Company, both executive and non-executive, with a view to ensuring continued ability of the Company to compete effectively in the marketplace.
Any new Directors are appointed by the Board in accordance with the Company’s Articles of Association.
The role of the remuneration committee is primarily to:
- Determine and agree the framework and broad policy for the remuneration of the Directors and senior executives;
- Review the ongoing appropriateness and relevance of the Company's remuneration policy including in relation to retention and development;
- Approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes; and
- Determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments and share options or other share awards.
No director is involved in determining his or her own remuneration.