The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have formally adopted and intend to fully comply with the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies.

Set out in the attached document is an explanation of how the Group currently complies with the principles of the QCA Code and, to the extent applicable, those areas where the Group’s corporate governance structures and practices differ from the expectations set out in the QCA Code. Annual updates will be provided on the Group’s compliance with the QCA Code.

Corporate Governance Policy

Board

The Board is responsible for the overall management of Windward. The Board will meet quarterly and otherwise on an as-required basis, to, inter alia, review, formulate and approve Windward’s strategy, budgets, corporate actions, financial reports and oversee Windward’s progress towards its goals. The key procedures which the Board intends to establish with a view to providing effective internal financial control include the following:

  • the Board has adopted and reviewed a comprehensive annual budget for the Company, and quarterly results will be examined against the budget and deviations will be closely monitored by the Board; and
  • the Board is responsible for maintaining and identifying major business risks faced by the Company and for determining the appropriate courses of action to manage those risks.

The Board’s duties and responsibilities will be in accordance with the Companies Law.

The Company has established an Audit Committee, a Remuneration Committee, and a Nominations Committee, each with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises

Audit committee

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of Windward is properly measured and reported on. It will receive and review reports from Windward’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout. The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to Windward’s external auditors. The members of the Audit Committee will include a minimum of two non-executive directors, Stuart Kilpatrick (as chairman), Guy Mason and Shereen El Zarkani.

The Companies Law sets forth the duties and responsibilities of the Audit Committee and the qualification to serve as a member in the committee, including that all members must be Directors.

Among others, the Audit Committee is responsible to the classification and approval of certain interested party transactions and to monitor the failure in the business of the company.

Remuneration committee

The Remuneration Committee will be responsible for determining and agreeing with the Board the framework or broad policy for the remuneration of the Company’s executive directors, (including the chairman of the Board (where executive, or when receiving compensation for his chairmanship) and certain other members of the executive and senior management and to approve their remuneration (in addition to all other required approvals under the Israeli Companies Law). The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time.

The Remuneration Committee will meet as and when necessary, but at least twice each year. The members of the Remuneration Committee shall include a minimum of two non-executive directors, Shereen El Zarkani, Tom Hutton and Guy Mason (as chairman). The Companies Law set forth the duties and responsibilities of the Remuneration Committee and the qualification to serve as a member in the committee, including that all members must be Directors.

Nomination committee

The Nominations Committee will be responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise. 

The Nominations Committee will meet as and when necessary, but at least twice each year. 

The members of the Nominations Committee shall include at least one non-executive director, Tom Hutton and Stuart Kilpatrick and The Lord Browne of Madingley (as chairman).