The Company has taken steps to ensure that, where practicable for a company of its size, the principles of good governance and code of best practice (the “Combined Code”) are complied with and the appropriate corporate governance structures have been put in place.
The Board comprises two executive Directors and four non-executive Directors. The Company holds Board meetings throughout the year at which reports relating to the Company’s operations, together with financial reports, are considered. The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets, major items of capital expenditure and acquisitions.
The members of the Audit Committee are Stuart Lindsay, Nick James and William Harris. Within its agreed terms of reference, the Audit Committee will meet semi-annually and it is responsible for ensuring that the financial performance of the Company is properly monitored and reported on. It has the opportunity to meet with the Company’s auditors without executive Board members being present and will review reports relating to accounts and internal control systems.
The Remuneration Committee comprises Stuart Lindsay, Linda James and Nick James. Within its agreed terms of reference, the Remuneration Committee considers and determines the remuneration of the executive and non-executive Directors and senior employees of the Group and also considers and determines incentive arrangements for executives and employees including the Company’s share option arrangements. The terms of reference prevent any member of the Remuneration Committee who is an executive Director from taking part in any discussions or decisions relating to his own remuneration.
The Company will take all reasonable steps to ensure compliance by Directors and applicable employees with the provisions of the AIM Rules relating to dealings in securities .