The directors are aware of the UK Corporate Governance Code (the Code) which is applicable to listed companies. The directors note that as an AIM company there is no requirement to adopt the Code. The directors recognise the importance of sound corporate governance and will follow as far as practicable the recommendations on corporate governance of the Quoted Companies Alliance. These guidelines are for companies with shares quoted on AIM.
The Board of Directors (the Board) is responsible for approving Company policy and strategy. The Board meets regularly throughout the year. To enable the Board to perform its duties, each director has access to advice from the Company Secretary and independent professionals at the Company's expense.
The Board comprises of:
|Brian Rowbotham||Senior Independent Non-Executive Director|
Two Executive Directors (Simon Morris and Andy Coveney) and one Non-Executive Director, the Senior Independent Non-Executive Director (Brian Rowbotham). The Board has delegated specific responsibilities to the committees below.
The Remuneration Committee comprises of Brian Rowbotham. The Remuneration Committee reviews the remuneration policy for the Executive Directors and for senior management. The Executive Directors determine the remuneration arrangement for the Non-Executive Directors. No Director may participate in decisions regarding his own remuneration.
The Audit Committee comprises of Brian Rowbotham. The Audit Committee's remit is to review financial reporting practices, internal financial controls and internal and external audit policy including the appointment of the Company's Auditor.The Audit Committee has been provided with written terms of reference and will meet at least three times a year.
The Nomination Committee comprises of Brian Rowbotham. The Nomination Committee is responsible for monitoring the composition of the Board and meets to make recommendations to the Board on all new Board appointments and succession planning. The Board has not used external consultants in the appointment of Directors.
The Company has adopted a share dealing code for directors and applicable employees, which is appropriate for a company whose shares are admitted to trading on AIM in accordance with the obligations under the Market Abuse Regulation ("MAR").