Trinity recognises the value of good corporate governance and is committed to maintaining the highest standards throughout the business.
These standards are outlined in our employee handbook that is provided to all staff and aim to ensure all our activities are conducted in a fair, ethical and honest manner. All Trinity employees have a responsibility for maintaining these standards.
Trinity’s parent company is incorporated in the UK and is ultimately governed by UK law. The company takes a zero-tolerance approach to bribery and has robust anti-bribery and conflict of interest practices in place which apply to all individuals working for the company in any capacity, including consultants, contractors and other service providers. Trinity is subject to the UK City Code on Takeovers and Mergers.
The board currently has two directors, the Executive Chairman, Bruce Dingwall and Jonathan Murphy, non-executive director, being the minimum required for a public limited company. The non-executive director is not deemed to be independent for the purposes of the UK Corporate Governance Code. Accordingly, the number of the Company’s independent non-executive directors is less than the minimum number recommended under the UK Corporate Governance Code.
Although the UK Corporate Governance Code does not apply to companies quoted on AIM and there is no formal alternative for AIM companies, the directors endeavour to ensure that the Company complies with the UK Corporate Governance Code so far as it is practicable having regard to the size and current stage of development of the Company. The Company is endeavouring to identify at least one suitable candidate to fill the vacancy for independent non-executive director as soon as practicable.
The Board has delegated specific responsibilities to its audit and remuneration committees.
The main functions of the audit committee include monitoring the integrity of the Company’s financial statements, reviewing the effectiveness of the internal controls and risk management systems and making recommendations to the board in relation to the appointment of the Company’s auditors. The terms of reference of the audit committee can be found here.
The remuneration committee’s main functions include determining the framework for the remuneration of the executive chairman, executive directors and members of the executive management team. The committee also designs the share incentive schemes and determines the awards, if any, to be made each year. The terms of reference of the remuneration committee can be found here.