The Directors are responsible for the stewardship of the Company and for overseeing the conduct of the business of the Company and the activities of management, who are responsible for the day-to-day conduct of the business
The Company is committed to high standards of corporate governance. Although the Company, as an AIM quoted Company, is not required to comply with the Revised Combined Code (“The Code”) on Corporate Governance, the Directors support high standards of corporate governance and, in so far as is practical given the Company’s size, have implemented the following corporate governance provisions.
All the Directors bring independent judgement to bear on issues affecting the Company and all have full and timely access to information necessary to enable them to discharge their duties. The Directors have a wide and varying array of experience in industry.
All Directors receive full Board papers in sufficient time before Board meetings, and any further supporting papers and information are readily available to all Directors on request.
The Non-Executive Directors are independent of management and have no material relationship with the Company.
The Directors’ primary responsibilities are to preserve and enhance long-term shareholder value and to ensure that the Company can meet its obligations on an on-going basis and that it continues to operate in a reliable and safe manner. The stewardship of the Company involves the Directors in strategic planning, key investment decisions, risk management and mitigation, senior management determination and assessment, communication planning and internal control integrity.
Management are responsible for the day to day operational affairs and decisions in accordance with the strategy, direction and business standards set by the Directors. Management reports to the Directors on a formal basis at least four times a year and there is frequent informal contact between the management and the Directors. The Directors will comply with the principles of the Combined Code in so far as is practicable and commensurate with the size of the Company, the stage of its development and the interests of Shareholders.
The Directors will take all necessary steps to ensure compliance by the Directors and applicable employees with Rule 21 of the AIM Rules for Companies. The Group has adopted a share dealing code which is on the same terms as the Model Code on share dealings set out in the Listing Rules made under Section 73A of FSMA 2000 as in force as at the date hereof and this share dealing code applies to the Directors and all relevant employees of the Group.
The Directors currently have in place three committees of Directors – an Audit Committee, a Remuneration Committee and a Nominations Committee, each of which operates within written terms of reference approved by the Directors. Brief details of each committee are set out below.
The Audit Committee’s mandate includes, among other duties and responsibilities: monitoring the financial reporting process and systems of internal control; monitoring the independence and performance of the external auditors; and, reviewing internal and year-end financial statements and other legal and regulatory filings for approval by the Board of Directors.
The committee comprises: Nigel Burton (Chairman), Tim Jones and John Zorbas.
The Remuneration Committee’s mandate is to set the over-arching principles, parameters and governance framework of the Company’s remuneration policy and the remuneration of Senior Executives.
The committee comprises: Tim Jones (Chairman), John Zorbas and Nigel Burton.
The Nominations Committee’s mandate is to review the structure, size and composition of the Board and its Committees, and to review succession planning for Board and Senior Management.
The committee comprises: John Zorbas (Chairman), Nigel Burton and Tim Jones.