2.06 The attendance table credits the Chair with 4/4 Remuneration Committee meetings in 2025, although he left that committee at the end of 2024 and the report lists three other members
UK Company C · an AIM-quoted scientific instruments group · Regulator-style question
In brief
The 2024 report says the Chair stepped down from the Remuneration Committee on [date] and was replaced by an independent director so that all three members would be independent in 2025. The 2025 report lists those three members and says they were all independent, but its attendance table records the Chair as attending 4 of 4 Remuneration Committee meetings, the same as each member. The report does not say whether he attended as a member or by invitation.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 47; Annual Report 2024, page 52; Annual Report 2025, page 52; Annual Report 2025, page 48; Annual Report 2025, page 46. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Remuneration Committee 'consisted of' the committee chair and two independent directors; attendance table: RJ [name] 4/4 in the Remuneration column | What the rule requires Attendance shown only for members, with any attendance by invitation footnoted, so that the table agrees with the stated composition |
The rule
AIM Rules for Companies, Rule 26
Version relied on: AIM Rules for Companies (the exchange’s AIM rulebook), edition in force at the financial year end
a description of the responsibilities of the members of the board of directors and details of any committees of the board of directors and their responsibilities
Why it applies here: either he remained a member, in which case the stated composition and independence are not right, or he attended by invitation and the table records invited attendance as membership.
Why it matters
Shareholders cannot tell whether the committee that sets executive pay was made up only of independent directors in 2025, which is the basis on which the report says its composition followed the Code.
Exposure
A question for the Board on a voluntary governance disclosure of an AIM company; no statutory sanction attaches.
Our workings
the 2024 Remuneration Committee report says [name] stepped down from the committee at [date] and was replaced by [name], and that for 2025 all three members would be independent. The 2025 report says the committee consisted of its chair, [name], that its [wording masked] [name] guidelines throughout the year and that all three members were independent; the governance statement says each committee comprises three Non-Executive Directors. The attendance table on page 47 shows RJ [name], who was Board Chair in 2025 and is treated as not independent because of his tenure, with 4/4 in the Remuneration column, as for each listed member.
The report does not say which.
Management’s best defence, and our reply
The company could say the Chair attended all Remuneration Committee meetings by invitation, which is common in small listed companies, and that the table simply records his presence. It could add that the committee report states the membership clearly and that the Chair's fees are set by the Board, not the committee. However, the table makes no distinction between members and invitees, and it shows him attending every meeting, the same as each member. Because the explanation may well be invited attendance, the point is put as a question.
The fix
- Show committee attendance only for members and footnote any attendance by invitation (for example 'attended by invitation as Chair of the Board'), or, if he remained a member, correct the composition and independence statements.
Question for the company
Was the Chair of the Board a member of the Remuneration Committee at any time in 2025? If he attended its four meetings by invitation, why is his attendance shown in the same way as members', and did he take part in decisions on executive pay?
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The Chair is credited with 4/4 Remuneration Committee meetings | Document | Annual Report 2025, page 47 |
| 2 | A listed member's attendance shown in the same way | Document | Annual Report 2025, page 47 |
| 3 | Stated membership: three directors, not including the Chair | Document | Annual Report 2025, page 52 |
| 4 | Each committee has three members | Document | Annual Report 2025, page 48 |
| 5 | Long-serving Non-Executive Directors, including the Chair, are not treated as independent | Document | Annual Report 2025, page 46 |
| 6 | The Chair left the committee before 2025 | Document | Annual Report 2024, page 52 |
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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