Board of Directors
Cheryl C. Jones (A R)
Chairman, Non-executive Director
Cheryl is currently non–executive Chairman of AIM listed Caribbean Investments Holdings Limited, a financial services company. She was appointed to this board in 2007 and became non–executive Chairman in 2011. In May 2015, Cheryl became a director in Hawley Group Limited, a BSX listed company. She was previously Chairman of AIM listed Impellam Group plc, a managed services and specialist staffing company with revenues of £1.2 billion, having joined the Board in 2008 and serving as executive Chairman until November 2012. Cheryl was Chairman and CEO of OneSource Holdings Limited from 2001 to 2005 at which time it became AIM listed OneSource Services, Inc., a managed services and facility services company with revenues of $835 million. Cheryl served as CEO of OneSource Services, Inc. until the company was sold to a trade competitor in 2007. Throughout her career, Cheryl has held senior positions in strategic and transformational planning, marketing and programme development, and operational change management. She holds a BS in Management from Purdue University and a MBA from DePaul University. Cheryl was appointed as non–executive Director to the Board in May 2014 and was appointed as non–executive Chairman in September 2014.
Chief Financial Officer
Nitil Patel was previously CFO of Ten Alps plc (recently rebranded Zinc Media plc) from July 2001 to June 2016. During this time, Nitil managed three divisions of the group, driving growth both organically and through a number of strategic acquisitions. He was a key member of the team from the very start of Ten Alps in 1999 as Finance Director and was responsible for its listing on AIM in 2001. He trained with Sayers Butterworth before joining TV production business Planet 24 Limited, where he worked as a financial accountant and on productions such as the Big Breakfast. Nitil is a member of the Institute of Chartered Accountants in England and Wales.
Mr. Smith is a media and communications expert, and a qualified Chartered Accountant in England and Wales. Mr. Smith served as Chief Operating Officer and Finance Director of Chime Communications from 1986 to 2017. Most recently he was Chairman and Managing Partner of Bell Pottinger and is currently Non-Executive Chairman of Holiday Extras, a major travel and leisure business. He joined the Dods Group plc Board on 29 November 2017.
Ms. Entwistle is a corporate communications specialist. Ms. Entwistle is currently Non-Executive Director of Impellam Group plc, an AIM quoted recruitment company and works with several private companies both in the UK and internationally. Previously, she was Corporate Communications Director for ADT Limited, a major US support services business, from 1986 to1997 until its merger with Tyco International. Ms. Entwistle is involved in a number of charities including acting as Trustee of both Crimestoppers and Prospect Education Technology Trust. she joined the Dods Group plc Board on 29 November 2017. Ms. Entwistle is not considered to be independent due to her links with the major shareholder.
Diane Lees CBE
Diane Lees is the Director-General of Imperial War Museums, the cultural lead for the Centenary of the First World War, and is a Trustee of 14-18NOW, the Centenary's Cultural Programme. Dine is a Trustee of the IWM Development Trust, The Gerry Holdsworth Special Forces Trust, and the Army Museums Ogilby Trust. She serves as Vice President of the American Air Museum in Britain, is a member of the Women Leaders in Museums Network (WLMN), and sits on the Arts Council's external advice panel. Diane also serves as Chair of the National Museum Directors' Council (NMDC) and has appointments to both the University of Lincoln's Board of Governors and the University of Oxford Humanities External Advisory Board. Diane is currently chairing a review of the Higher Education Funding Council for England (HEFCE)'s Museums, Galleries and Collections Fund.
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The Board is committed to establishing and maintaining integrity and high ethical standards in all of its business activities; and high standards of corporate governance – the process by which the Group is directed and managed, risks are identified and controlled, and effective accountability to shareholders is assured. Although the Company has its listing on the Alternative Investment Market (AIM), it seeks to embrace, voluntarily, the full spirit of the UK Corporate Governance Code (the "Code"), but as a minimum, adhere to the Corporate Governance Guidelines for AIM Companies issued by the Quoted Companies Alliance.
The roles of the Non-Executive Chairman and the Chief Executive are held separately and clearly defined in relation to their responsibility for managing the Board and managing the Group's operations respectively. Summary biographical details and standing committee memberships of all the directors are shown on this website.
The Board of Directors is collectively responsible for the strategic direction, investment decisions and effective leadership and control of the Group. To this end, there exists:
a schedule of matters specifically reserved to the Board for its decisions, including approval of the Group's strategy, annual budget, major capital expenditure, acquisitions and disposals, risk management policies and financial statements; and
in relation to non-reserved matters, the terms of reference under which the Board has delegated certain responsibilities to its three standing committees.
Both of the non-executive directors are considered to be independent, as determined by the Board, and together bring a wide range of relevant skills and experience to bear on issues under consideration. This helps to ensure that independent judgement is exercised and that a proper balance of power is maintained for full and effective control.
All directors are required to stand for election at the first Annual General Meeting following their appointment and seek re-election at least every three years. They have direct access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are adhered to and that applicable rules and regulations are complied with. The Senior Independent Director has authority to ensure that directors may, if necessary, take independent professional advice at the Company's expense. Appropriate training for new and existing directors is kept under review and provided where necessary.
The Board generally meets on a monthly basis. Directors receive in advance of each meeting an agenda and set of supporting papers with detailed commentary. The non-executive directors are encouraged to voice any concerns they may have at the monthly Board meetings and to ask for further information if required. Minutes of each Board meeting are circulated for comment before being formally approved at the next meeting.
The performance of the directors and the effectiveness of the Board as a whole has been reviewed and monitored as part of an ongoing assessment under the stewardship of the Non-Executive Chairman.
Audit Committee (A)
The Audit Committee comprises non-executive directors of the Company and meets no less than twice a year with the external auditors together with various representatives of the executive and finance functions. It also meets privately with the external auditors on an adhoc basis. The Committee, inter alia:
is responsible for the appointment, review and remuneration of the external auditors and has authority to pre-approve their engagement for both audit and permitted non-audit services within an agreed framework
annually assesses the independence and objectivity of the auditors;
reviews the annual and interim financial statements, the Group's accounting policies and procedures and its financial control environment, and
reviews the Group's system of internal controls, including risk management procedures
Terms of Reference for the Audit Committee
Remuneration Committee (R)
The Remuneration Committee comprises non-executive directors of the Company and meets at least twice a year and otherwise as necessary. It advises the Board on the Company's remuneration strategy and determines, on behalf of the Board and within its remuneration framework, the individual remuneration package of each of the executive directors and certain members of the senior management team.
No director is involved in deciding his own remuneration, whether determined by the Committee, or in the case of non-executives, by the Board.