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Board of Directors
The Board currently comprises the Non Executive Chairman, the Chief Executive Officer and four Non Executive Directors, and holds meetings at least eight times during the year. It is responsible for business and commercial strategy, monitoring commercial progress, the approval of major transactions, and the approval of financial statements.
James Pessoa
Non-Executive Chairman. James is president of VSE and a director of Tao. He was a director of Vale S.A. from 2005 - 2007 and a director of SMS Demag Ltda from 1997 to 2005 and has extensive global industrial experience. James has been a director since June 2010.
Colin Besant
Non Executive Director. Since 1989 Colin has been Professor of Manufacturing Engineering at Imperial College where he has led a large research section in the field of Advanced Manufacturing Technology. He has worked closely with multinational companies, such as GEC Marconi, Rolls Royce, Alcatel, Daimler Chrysler, Siemens and Alstom. Professor Besant has been involved in the establishment of a number of high technology companies in the fields of computer-aided design, numerical control and robotics. He served as Chief Executive Officer prior to August 2002 and then during the period August 2003 to 1 July 2004. C B Besant thereafter held the position of Executive Chairman until 23 June 2005 at which time he became a Non Executive Chairman. On 8 November 2007 he stood down as Non Executive Chairman to become a Non Executive Director. Professor Besant has been a director since 1994.
Ric Piper
Independent, Non-Executive Director. Ric is a chartered accountant, having qualified with Deloitte in 1977. Previously he has been Finance Director of Logica (UK) where he was appointed in 1990, and Group Finance Director of WS Atkins from 1993 to 2002. Since 2003 he has been Chairman or Non-Executive Director for several AIM and privately owned businesses. Ric is a partner with Restoration Partners Limited, which advises technology businesses, and a member of the Financial Reporting Review Panel. Ric has been a director since August 2009.
Rodrigo Braga
Non-Executive Director. Rodrigo is general counsel to VSE and is a director of Tao. He was formerly general counsel of Companhia Siderúgica de Tubarão, a wholly owned subsidiary of ArcelorMittal Steel Industry. Rodrigo Braga has been a director since June 2010.
Board Committees
The Board has delegated certain responsibilities to the following Committees:
Corporate Governance Committee
The Corporate Governance Committee comprises three directors, R J Piper (Committee Chairman), C B Besant and R Braga. It has responsibility, on behalf of the Board, for developing and monitoring the Company’s overall approach to corporate governance issues.
Audit Committee
The Audit Committee comprises two directors, R J Piper (Committee Chairman) and C B Besant. It examines and reviews, on behalf of the Board, internal financial controls, financial and accounting policies and practices, the form and content of financial reports and statements, and the work of the external auditors. The Chief Executive Officer and the Finance Director attend meetings of the Audit Committee by invitation.
Remuneration Committee
The Remuneration Committee comprises three directors, R J Piper (Committee Chairman), C B Besant and J Pessoa. It makes recommendations to the Board on the policy for executive remuneration. It determines the individual remuneration packages on behalf of the Board for the executive director and makes recommendations to the Board on the individual remuneration packages for the senior management of the Company. The Committee has access to professional advice, both inside and outside the Company, in the furtherance of its duties.
Nomination Committee
The Nomination committee comprises three directors, R J Piper (Committee Chairman), C B Besant and R Braga. The role of the Nomination Committee is to assist the Board in the effective discharge of its responsibility for ensuring that the Board comprises individuals who are best able to discharge the responsibilities of directors, having regard to the Company’s specialized industry and stage of growth, the law and the highest standards of governance. The Nomination Committee meets as needed. The Chairman of the Committee presents the proposals of the Nomination Committee to the Board. The tasks and responsibilities of the Nomination Committee are defined in its charter, which is approved by the Board.