|
The Directors recognise the importance of sound corporate governance and the guidelines set out in the Principles of Good Corporate Governance and Code of Best Practice (the "Combined Code"). Whilst AIM companies are not obliged to comply with the Combined Code, the Directors comply with the Combined Code so far as is appropriate having regard to the size and nature of the various companies making up the Group. The Board take such measures so far as practicable to comply with the Combined Code and in addition, the Quoted Companies Alliance ("QCA") Guidelines for AIM Companies.
The Company has three non-executive Directors. The Board retains full and effective control over the Company. The Company holds regular Board meetings at which financial, operational and other reports are considered and, where appropriate, voted on. Apart from regular meetings, additional meetings are arranged when necessary to review strategy, planning, operational, financial performance, risk and capital expenditure and human resource and environmental management. The Board is also responsible for monitoring the activities of the executive management. To enable the Board to perform its duties, all directors have full access to all relevant information. If necessary the non-executive directors may take independent professional advice at the Group's expense.
The Directors have established an audit committee and a remuneration committee with formally delegated duties and responsibilities.
The audit committee
The audit committee, comprises of David Webber and Richard Blakesley, is chaired by David Webber and meets at least twice a year. The committee reviews the Group's annual and interim financial statements before submission to the Board for approval. The committee also reviews regular reports from management and the external auditors on accounting and internal control matters. Where appropriate, the committee monitors the progress of action taken in relation to such matters. The committee also recommends the appointment of, and review the fees of, the external auditors.
The remuneration committee
The remuneration committee, which comprises of Richard Blakesley, Robert Burnham, and David Webber, is chaired by Richard Blakesley and meets twice a year. It is responsible for reviewing the performance of the executive directors and for setting the scale and structure of their remuneration, paying due regard to the interests of Shareholders as a whole and the performance of the Group. The remuneration committee also determines allocations of any warrants or options granted under any share option scheme adopted by the Company in the future and is responsible for setting any performance criteria relevant to such warrants or options.
The Directors comply with Rule 21 of the AIM Rules relating to Directors' dealings and takes all reasonable steps to ensure compliance by the Company's applicable employees. The Company has adopted and operates a share dealing code for Directors and employees in accordance with the AIM Rules.
|
