Corporate Governance

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The Directors acknowledge the importance of the principles set out in the Corporate Governance Code. The Directors intend to apply the Corporate Governance Code as far as they consider appropriate, for a company of the size and nature of the Company.

The Board comprises five directors, three of whom are executive directors and two of whom are non-executive directors (including the Chairman), reflecting a blend of different experience and backgrounds. Graham Woolfman and Neil Rafferty are considered independent.

The Board meets regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Chief Financial Officer, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

Board Committees

The Company has Audit, Nomination and Remuneration Committees.

Audit Committee

The Audit Committee is chaired by Neil Rafferty and has the primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on, reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, and  in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least twice a year. Graham Woolfman and Mark Reichenberg (as a non voting member) are the other members of the Audit Committee.

Nomination Committee

The Nomination Committee is chaired by Graham Woolfman, and identifies and nominates, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee meets as required. Neil Rafferty and David Levi are the other members of the Nomination Committee.

Remuneration Committee

The Remuneration Committee is chaired by Neil Rafferty and reviews the performance of the executive directors and determines their terms and conditions of service, including their remuneration and the granting of options to the Executive, having due regard to the interests of Shareholders. The Remuneration Committee meets at least once a year. Graham Woolfman and David Levi (as a non voting member) are the other members of the Remuneration Committee.

Directors’ Responsibilities

Company law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss for each period. In preparing those financial statements, the Directors are required to:

  • Select suitable accounting policies and then apply them consistently;
  • Make judgements and estimates that are reasonable and prudent;
  • State whether applicable accounting standards have been followed with any material departures disclosed and explained in the financial statements; and
  • Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.