The Board recognises the importance of sound corporate governance and confirms that although compliance with the UK Corporate Governance Code is not compulsory for AIM companies, following Admission, it intends to comply with the QCA Corporate Governance Guidelines, (as devised by the QCA in consultation with a number of significant institutional small company investors), to the extent appropriate and practicable for a company of its nature and size. Following Admission, the Board will comprise six Directors of which three will be executive and three non-executive, and will reflect a blend of different experience and backgrounds. The Board considers the three non-executive Directors to be independent.
The Group employs rigorous procedures to ensure the continued independence of the external auditor.
The Audit Committee reviews each year the arrangements for safeguarding auditor objectivity and independence. The Audit Committee is required to comprise at least two members, all of whom must be non-executive directors.
The Audit Committee reviews the scope, results and cost-effectiveness of internal and external audit, and has delegated power from the Board to exercise the power from shareholders to agree fees for external auditors. The Audit Committee is responsible for satisfying itself on the independence of internal auditors and on the independence and objectivity of external auditors. The Committee reviews the operation of internal controls and, from the coming year, will report to the Board on the annual review of the internal control and risk management.
The members of the Audit Committee are:
Roger Mather (Chair); and
The Remuneration Committee is required to comprise a minimum of two independent non-executive directors. As at Admission, the Remuneration Committee comprises three independent non-executive directors of the Company.
The members of the Committee are:
Roger Mather (Chair);
Charlotte O'Sullivan; and
The Committee meets at least twice per year and agrees further meetings at its discretion. The Chairman of the Committee has the power to call a meeting.
The Chairman of the Committee is appointed by the Board on the recommendation of the nomination committee. The quorum for the Committee is two and in the absence of the Chairman, the other members present shall choose one of them to chair the meeting. The Company Secretary is the secretary of the Committee.
The duties of the Committee are to:
Determine and agree with the Board the framework or broad policy for the remuneration of the chairman, executive directors and any employees that the Board delegates to it;
Within the terms of the agreed policy, determine individual remuneration packages including bonuses, incentive payments, share options, pension arrangements and any other benefits;
Determine the contractual terms on termination and individual termination payments, ensuring that the duty of the individual to mitigate loss is fully recognised;
In determining individual packages and arrangements, give due regard to the comments and recommendations of the UK Corporate Governance Code and the AIM Rules for Companies;
Be told of and be given the chance to advise on any major changes in employee benefit structures in the Company;
Recommend and monitor the level and structure of remuneration for senior managers below Board level as determined;
Agree the policy for authorising claims for expenses from the Chief Executive Officer and from the Chairman of the Board; and
Recommend an annual report for the board to put to shareholders on executive remuneration compliant with relevant legal and regulatory provisions.
The Committee is authorised by the Board to:
Seek any information it requires from any employee of the Company in order to perform its duties;
Be responsible for establishing the selection criteria and then for selecting, appointing and setting the terms of reference for any remuneration consultants providing advice to the Committee, at Company’s expense; and
Obtain, at the Company’s expense, outside legal or other professional advice where necessary in the course of its activities.
The Nomination Committee is required to comprise at least two members, one of which must be a non-executive director.
The Nomination Committee comprises the following members:
Charlotte O'Sullivan (Chair);
Tarak Ramzan; and
A majority of Nomination Committee members are independent non-executive directors.
The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new directors to the board. In carrying out its duties, the Nomination Committee is primarily responsible for:
Identifying and nominating candidates to fill board vacancies;
Evaluating the structure and composition of the board with regard to the balance of skills, knowledge and experience and making recommendations accordingly;
Giving full consideration to succession planning; and
Reviewing the leadership of the Group.