The Company is quoted on the Alternative Investment Market (‘AIM’) and it is therefore not required to comply with the provisions and principles of good corporate governance and code of best practise (the ‘Combined Code’). Nevertheless, it is, where deemed appropriate, the intention of the Board to continue to comply with the Combined Code in so far as it is practicable for a group of its size.
The Board currently comprises the Non-Executive Chairman, CEO, COO and Finance Director
The Non-Executive Chairman is provides a range of skills and experience in the Group. He brings independent judgement on issues of strategy, performance, risk and people through his membership of the Board, Audit and Remuneration Committee.
The Chief Executive exercises his delegated powers through the management team comprising himself, the COO, the Finance Director and senior members of management
All directors have access to the advice and services of the Company Secretary, who ensures that the Board meets formally at least eight times per year, receives appropriate and timely information for decision making, that Board procedures are followed and that statutory and regulatory requirements are met. Any director, in order to fulfil their duties, may take independent professional advice at the Company’s expense.
Under the retirement by rotation provisions of the Articles, at least one third (or, if their number is not a multiple of three, the nearest number to (but not greater than) one-third) of the directors of the Company at the time of the Annual General Meeting will be required to retire and seek re-election by shareholders at that meeting.
Audit committee
The Company has established an Audit Committee, comprising the non-executive directors. The Audit Committee is be chaired by Michael Neville and will meet at least twice each year. The Audit Committee will be responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on and for meeting with the Company’s auditors and reviewing their reports on the accounts and the Company’s internal controls.
Remuneration committee
The Company has in addition established a Remuneration Committee, comprising the non-executive directors. Michael Neville chairs the Remuneration Committee. The Remuneration Committee will be responsible for reviewing the performance of the executive directors, for setting their remuneration, determining the payment of bonuses and for considering the grant of options under any share option scheme (including the price per share and the application of performance standards which may apply to any such grant).