Corporate Governance
The Company is not subject to the Combined Code applicable to companies listed on the UK's Official List. However the Directors recognise the importance of sound corporate governance. The Company intends to adopt appropriate corporate governance measures to the extent that these are applicable having regard to the size of the Company and its state of development.
The Company's Board will hold at least four meetings throughout the year. The Board is responsible for formulating, reviewing and approving the Group's strategy, budgets, major items of capital expenditure and acquisitions.
The Directors have established an Audit Committee and a Remuneration & Nominations Committee, each formally delegated rules and responsibilities. Each committee is drawn from the non-executive Directors and will meet at least four times each year in respect of the Audit Committee and once per year in respect of the Remuneration & Nominations Committee.
The Audit Committee of the Board will be responsible for ensuring that the financial performance of the Company is properly reported and monitored, for meeting the auditors and for reviewing the reports from the auditors relating to accounts and internal control systems. This committee will meet once a year with the auditors without executive board members being present. The membership of the Audit Committee will be drawn from the non-executive Directors of the Company and is currently chaired by Peter Venton.
The Remuneration & Nominations Committee of the Board will review the performance of the executive Directors and will set and review the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of the Shareholders. In determining the remuneration of executive Directors, the Remuneration & Nominations Committee will seek to attract and retain executives of the highest calibre. The Remuneration & Nominations Committee will also make recommendations to the Board concerning the allocation of share options available to employees. No Director will be permitted to participate in discussions or decisions concerning his own remuneration. The Remuneration & Nominations Committee will also meet as required for the purpose of considering new or replacement appointments to the Board. The Remuneration & Nominations Committee will comprise the non-executives Directors of the company and is currently chaired by John Costello.
The Company has adopted a share dealing code for share dealings by Directors and employees. The rules are appropriate for an AIM quoted company. The Directors will comply with Rule 21 of the AIM Rules relating to Directors' dealings and in addition will take all reasonable steps to ensure compliance with AIM Rule 21 by the Group's applicable employees.