The Directors and the Proposed Director recognise the value of the Principles of Good Governance and the Combined Code.
Although there is no formal corporate governance regime applicable to the Company, the Company has chosen to comply with the Combined Code so far as is practicable and appropriate for a public company of its size and nature. Having regard to its size, the Company also follows the recommendations on corporate governance of the Quoted Companies Alliance (QCA).
The Board has established an Audit Committee, a Remuneration Committee and an AIM Compliance Committee with formally delegated duties and responsibilities. Nigel Leavy and
Roger Lane-Smith are the members of each of these committees and Barry Giddings is a member of the AIM Compliance Committee.
The Audit Committee is chaired by Nigel Leavy and receives and reviews reports from management and the auditors relating to the annual and interim accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the auditors.
The Remuneration Committee is chaired by
Roger Lane-Smith and reviews the scale and structure of the executive Directors’ remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the non-executive Directors are set by the Board. No Director may participate in any meeting at which discussions or decisions regarding his own remuneration take place.
The AIM Compliance Committee, which is chaired by Barry Giddings, ensures that the Company’s obligations under the AIM Rules are discharged by the Board. The Committee reports on compliance matters, such as the half-yearly statement and the annual accounts.
Due to the Company’s size, it does not consider it necessary to constitute a nominations committee at this stage.
