Corporate Governance

It is the objective of the board to attain a high standard of Corporate Governance. As an AIM listed company, full compliance with the Combined Code is not a formal obligation. The Company has, however, sought to adopt the provisions of the code that are appropriate to its size and organisation and establish frameworks for the achievement of this objective.

Board and Committees

The Board
The Board comprises four executive and five non-executive directors. The roles of the (non-executive) Chairman and Chief Executive are separated. The non-executive directors bring relevant experience from different backgrounds. The Board generally meets at least six times per annum to consider the current state of the business and strategic issues. Board papers including detailed management accounts are circulated in advance of meetings. The Board considers strategic matters, investment expenditure, business development policy, expenditure on major capital items, annual operating budgets, management structure and internal control procedures.

Non-executive directors have access to all information and, if required, external advice at the expense of the Company.

Remuneration Committee
The Remuneration Committee comprises Anthony Good as Chairman and Sir Gulam Noon, and determines the terms and conditions of service of executive directors, and the Chairman.

Nominations Committee
The Nominations Committee comprises Sir Gulam Noon as Chairman and Anthony Good, and is responsible for proposing to the Board the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board and senior management positions as and when they arise.

Audit Committee
The Audit Committee comprises Sir Gulam Noon and Anthony Good. The Audit Committee meets at least twice annually and in addition the auditors may request a meeting at any time. The Audit Committee is responsible for reviewing the interim and final accounts prior to submission to the Board. The Committee agrees the scope and approach to the annual audit and interim review in advance with the auditors. The Committee keeps under review the appointment and remuneration of the external auditors, their cost effectiveness, their independence and objectivity.