Corporate Governance
The Company is committed to high standards of corporate governance. As an AIM-listed company, we are not required to comply with the Combined Code on Corporate Governance (the “Combined Code”). We do, however, continue to make reference to the Combined Code and note in our Annual Report the areas where we do not comply, and the reasons for this. We also refer to the QCA guidelines for AIM companies.
The Board
The Board is responsible for the strategic direction, investment decisions and effective control of the Group. The Board meets at least monthly by teleconference and face-to-face when possible and aims to do so at least quarterly. There is a schedule of matters reserved for Board approval which is regularly reviewed.
The Board consists of two executive directors and two non-executive directors including a non-executive Chairman. The Board considers that the non-executive Directors are independent and bring strong judgment, knowledge and experience to the Board.
Board committees
The Board has delegated certain responsibilities to the Board Committees set out below, which operate within defined terms. The current composition of Board Committees is as follows:
|
|
Committees |
|
|
Audit |
Nomination |
Remuneration |
|
| Will Whitehorn |
Non-executive Chairman |
Member |
Chairman |
Member |
| Ian Taylor |
Non-executive Director |
Chairman |
Member |
Chairman |
| Tim Dyson |
Chief Executive Officer |
- |
Member |
- |
|
Audit Committee
The primary role of the Committee is to keep under review the Group’s financial reporting procedures and financial systems and controls and to ensure the integrity of the financial information reported to shareholders. Its key terms of reference are:
- reviewing the findings of the audit work undertaken by the Group’s auditors;
- reviewing the effectiveness of the financial reporting and internal control procedures;
- reviewing the relationship with external auditors; and
- determining the level of the auditors’ fees;
Click here to download the Audit Committee terms of reference - 17kb
Nomination Committee
The purpose of the Nomination Committee is to establish a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. Its key terms of reference are to:
- regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;
- prepare a description of the role and capabilities required for particular appointments, having evaluated the balance of skills, knowledge and experience of the Board; and
- satisfy itself with regard to succession planning.
Click here to download the Nomination Committee terms of reference - 18kb
Remuneration Committee
The Remuneration Committee’s principal function is to determine the remuneration packages of the Company’s executive directors. It also makes recommendations to the Board concerning the allocation of bonuses and long-term incentive rewards to executive directors. Its key terms of reference are to:
- determine and agree with the Board a broad policy for the remuneration of the executive directors;
- determine the total individual remuneration package of each executive director; and
- determine the policy for and scope of pension arrangements for executive directors.
Click here to download the Remuneration Committee terms of reference - 17kb
Articles of Association
Click here to download the Memorandum of Association - 25kb
Click here to download the Articles of Association - 174kb