Corporate Governance
As an AIM listed company, the Company is not required to comply with the Combined Code on Corporate Governance, however the Board supports the general principles therein.
The Board
The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.
The Board is chaired by John Reiss, a Non-executive Director.
The Group is currently led and controlled by a Board consisting of two Executive Directors and one Non-executive Director. The Board considers that the Non-executive Director is independent and has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board.
Click here to see the biographies of the Board of Directors.
Board committees
The only Non-executive Director on the Board is John Reiss. As such, he undertakes the roles of both Audit and Remuneration committees. Whilst the Board recognises that it would be ideal for these committees to have more than one member, it also recognises that this arrangement is commensurate with the size of the Group
Audit Committee
The purpose of the Audit Committee is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company’s auditors. The key terms are as follows:
- to monitor the integrity of the financial statements of the Company, and any formal announcement relating to the Company’s performance;
- to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
- to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;
- to keep under review the effectiveness of the Company’s financial reporting and internal control policies and systems; and
Remuneration Committee
The purpose of the Remuneration Committee is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual full-time Executive Directors. The key terms are as follows:
- to determine and agree with the Board the framework or broad policy for the remuneration of the full-time Executive Directors;
- to determine the total individual remuneration package of each full-time Executive Director including, where appropriate, bonuses, incentive payments and share options;
- to determine targets for any performance related pay schemes; and
- to determine the policy for and scope of pension arrangements for full-time Executive Directors.
Articles of Association
last updated Monday, 04th August, 2008 |
