Corporate Governance and Committees
The Directors recognise the importance of sound corporate governance. The Directors intend to comply with the main provisions of the Combined Code, in so far as possible and appropriate given the Company�s size and nature.
The Company will hold at least 10 board meetings throughout the year. The Board is responsible for formulating, reviewing and approving the Company�s strategy, budgets, major items of capital expenditure and acquisitions.
The audit committee will meet at least twice a year and be responsible for ensuring that the financial performance of the Company is properly reported and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. It will meet once a year with the auditors without executive board members present. The audit committee will be chaired by the non-executive Chairman, Tim Hearley.
The remuneration committee 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 committee will seek to enable the Company to attract and retain executives of the highest calibre. The remuneration committee will also make recommendations to the Board concerning the allocation of share options to employees. No director will be permitted to participate in discussions or decisions concerning his own remuneration. The remuneration committee will be chaired by the nonexecutive Chairman, Tim Hearley.
The nominations committee will meet as required for the purpose of considering new or replacement appointments to the Board. The nominations committee will be chaired by the non-executive Chairman, Tim Hearley.
The Company has adopted a model code for Directors� and key employee share dealings which is appropriate for an AIM quoted company. The Directors will comply with Rule 21 of the AIM Rules for Companies relating to Directors� dealings and will take all reasonable steps to ensure compliance by the Group�s applicable employees as well.
The Company intends to adopt a compliance policy setting out the procedures to be followed in order for the Company to fully comply with the AIM Rules for Companies.