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Responsibility : Corporate Governance

Corporate Governance

The Company does not comply with any specific corporate governance code, including the Combined Code.  However, the Board intends to comply with the principles of good governance and the recommendations of best practice as set out in the Combined Code so far as is practicable and appropriate for an AIM company of its size and, in this connection, the Board shall take into account the guidance issued by the Quoted Companies Alliance.

The Board meets six times a year and is responsible for formulating, reviewing and approving strategy, budgets, acquisitions, capital expenditure and senior personnel appointments. The executive directors and senior management meet regularly to consider operational matters. The Board comprises of an Executive Chairman, one Executive Director and three Non-Executive Directors. Two of the Non-Executive Directors are independent of the executive management.

Following admission to AIM, the Directors established an audit committee and a nomination committee with formally delegated rules and responsibilities. A remuneration committee has been in place since November 2004. The audit committee, remuneration and nomination committees meets at least once a year.

Audit Committee

The Audit Committee’s primary responsibility is to ensure that the financial performance, position and prospects of the Company are properly monitored and reported on, and for meeting the auditors and reviewing their reports relating to accounts and internal controls. The committee comprises Faisal Rahmatallah, Richard Vessey, Keith Butler-Wheelhouse and Andrew Walker (chairman).

Remuneration Committee

The Remuneration Committee has been in place since November 2004. Its primary responsibility is to review the performance of all directors save for the Non- Executive Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders. The remuneration committee also determines the payment of bonuses to all directors save for the Non-Executive Directors and make recommendations to the trustees of the LTIP regarding share awards to employees. The committee comprises Faisal Rahmatallah, Keith Butler-Wheelhouse (chairman), Andrew Walker and Richard Vessey.

Nomination Committee

The Nomination Committee’s primary responsibility is to consider new or replacement appointments to the Board. The committee comprises Faisal Rahmatallah, Keith Butler-Wheelhouse, Andrew Walker and Richard Vessey (chairman).

In addition, the Company has adopted a dealing code for all Directors and employees in terms no less exacting than the Model Code for Directors’ Dealings as set out in the Listing Rules of the UK Listing Authority and will take all reasonable steps to ensure compliance by the Board and any relevant employees.

 

 

In addition, the Company has adopted a dealing code for all Directors and employees in terms no less exacting than the Model Code for Directors’ Dealings as set out in the Listing Rules of the UK Listing Authority and will take all reasonable steps to ensure compliance by the Board and any applicable employees.

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