Board Responsibilities

The Group is led and controlled by the Board of On-line Plc, currently comprising of a Chairman, Chief Executive Officer & Technical Director.


The Board meets regularly to consider strategy and policy, major capital expenditure and all aspects of the Group’s activities and business operations. The Board has a formal schedule of matters reserved specifically for decision by the Board. Effectively, no decision of any material consequence is made other than by the Directors and all Directors participate in the key areas of decision-making. The Board is responsible to shareholders for the proper management of the Group.


There is no agreed formal procedure for the Directors to take independent professional advice at the Group’s expense. However, independent professional advice is made available where considered appropriate.


In accordance with the Company’s Bye-Laws, Directors submit themselves for re-appointment at the Annual General Meeting in rotation at the Annual General Meeting.


The Board is committed to high standards of governance and aims to create a culture which demands the same commitment and performance from all of our employees and contractors and in all our business activities.  We continue to build organisational capacity and improve our management processes and procedures. We seek to strike a balance between entrepreneurial risk-taking and prudent risk management, maintaining high standards of corporate governance without compromising On-line's unique culture.


The Board is responsible for the overall Group strategy, the appointment and removal of any Director, the approval of the Group’s annual budget, acquisition and divestment policy, approval of major capital expenditures, the overall capital structure of the Group, the consideration of significant financing and operational matters, and the approval of management incentive schemes.  In addition, the Board is responsible for ensuring that major business risks are actively monitored and managed and is responsible to shareholders for the proper management of the Group.


The Board has conferred certain responsibilities to the following Board Committees. Each Committee is composed of two Directors. Currently the Company’s Chief Executive Officer is chairman of the Remuneration Committee and the company's Technical Director is chairman of the Audit and Risk Committee.


Audit & Risk Committee

The Company has an Audit Committee comprised of Jon Mullins and Michael Hodges. It meets at least once a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to the accounts and internal control systems.


Remuneration Committee

The Remuneration Committee comprises of Clem Chambers and Michael Hodges. It is responsible for reviewing the performance of the executive Directors and sets the scale and structure of their remuneration and the basis of their service contracts bearing in mind the interests of shareholders. The Remuneration Committee also determines the allocation of share options to employees.


Standards of Corporate Governance

The Board is committed to maintaining high standards of corporate governance. The UK Corporate Governance Code, published by the Financial Reporting Council, sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders, providing principles of good governance and a code of best practice for listed companies. The UK Corporate Governance Code does not apply to AIM companies. However, Shareholders expect companies in which they invest to be properly governed and tend to use the UK Corporate Governance Code as a starting point.


The Company’s corporate governance procedures take due regard of the principles of good governance set out in the UK Corporate Governance Code having regard to the size and the stage of development of the Company. Nonetheless, the Company has not formally adopted any specific corporate governance code.


Management of Investor Relations

The Board recognises that it is accountable to Shareholders for the performance and activities of the Company and to this end is committed to providing effective communication with the Shareholders of the Company.


Significant developments are disseminated through stock exchange announcements and regular updates of the Company website where descriptions of the investee company projects are available and updated quarterly or whenever there is a significant event. In addition, copies of any third party comment are available. On the website, Shareholders may sign up to receive news releases directly by email.


The Board views the Annual General Meeting as an important forum for communication between the Company and its Shareholders and encourages Shareholders to express their views on the Company’s business activities and performance.


Internal Controls

The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability of financial information for both internal use and external publication.



On-line PLC is listed on the AIM market.  It is not listed on any other exchanges or trading platforms.