Board
Leading with Purpose
The Board’s role in setting the Group’s culture and core values is a significant one and the Executive Directors and Non-Executive Directors (“NEDs”) work as a team to ensure the success of the Group. As a Board, we are accountable to all our shareholders and must have regard to other stakeholders such as employees, customers, suppliers and the environment. We maintain an active dialogue with shareholders throughout the year on a number of different levels and believe that ongoing engagement and listening to the views of all our stakeholders is key to the long-term success of Dialight. Our most recent Annual Report provides more detailed information on our governance framework, risk approach, stakeholder engagement and related policies.
Governance Framework
The Company’s governance framework is structured to maintain good oversight and control over: finance and management reporting; compliance/regulatory matters; risk management; and approval of material decisions. The Board is committed to the maintenance of high standards throughout the Group and is accountable to the Company’s shareholders for good corporate governance. It currently operates within defined parameters and in accordance with those Matters Reserved for Board approval (“Matters Reserved”) and Terms of Reference (“ToR”) of the Board Committees.
Except for those Matters Reserved, it operates through delegating much of its detailed review work to the Board Committees and other committees incorporating a wide spectrum of senior Dialight management.
Both the ToR and the Matters Reserved have been approved and adopted by the Board and copies of these documents are available from the Company Secretary at the Registered office.
- Articles of Association
- Statement of Division of Responsibilities Between Chair and CEO
- Statement on Role of Senior Independent Director
- Audit Committee ToR
- Nominations Committee ToR
- Remuneration Committee
- Matters Reserved to the Board
Regulatory Compliance
Our Standards and Complying with the Law
We act professionally, honestly, morally, ethically, with integrity and lawfully in all our dealings within Dialight and with our business partners, customers and shareholders. We also expect our business partners to uphold the same commitment and principles. We comply with all applicable laws and regulations, as a minimum, wherever we operate. Where codes of best practice operate, we strive to comply wherever possible.
Remuneration Reporting
Dialight’s current remuneration policy was introduced in 2021 as the final stage of a 2-year review and change process. The process involved a series of consultations with key shareholders in 2020 and 2021 – with a follow up correspondence in Autumn 2021. The Remuneration Committee is confident that the Company’s Remuneration Policy now delivers an optimal degree of shareholder alignment for Executive Directors remuneration structures. To read the full remuneration policy as featured in our most recent Annual Report and Accounts, click here.
Dialight provides annual remuneration reports and remuneration policy within the company’s annual reports. Any additional ad hoc reporting can be accessed below:
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CFO resignation. Clive Jennings stepped down as a director on 17 September 2023 and left Dialight on 5 October 2024. Up until his departure date he was paid salary and benefits in the ordinary course. Following the departure date he was the paid the sum of £155,613 in lieu of contractual notice (paid in six instalments of £25,935.50). He also received payment in lieu of accrued but untaken holiday and a contribution of £1,000 towards legal costs. All share options held under the Dialight restricted share plans lapsed in full.