Directors’ Responsibilities
The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.
The Group is currently led and controlled by a Board consisting of three Executive Directors and four Non-executive Directors. The Board considers that the Non-execuitve Directors are independent and that each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board
Audit Committee
The Company has established an Audit Committee. The Audit Committee will meet at least twice each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The Audit Committee will be responsible for monitoring the quality of internal controls and for ensuring that the financial performance of the Company is properly monitored, controlled and reported on. It will also meet the Company’s auditors without executive Board members being present and review reports from the auditors relating to accounts and internal control systems. The Audit Committee comprises two non-executive directors, Brian Wilson and Tim Yeo, and will be chaired by Tim Yeo.
Remuneration Committee
The Company has established a Remuneration Committee. The Remuneration Committee will review the performance of the 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. In determining the remuneration of executive Directors, the Remuneration Committee seeks to enable the Company to attract and retain executives of the highest calibre. The Remuneration Committee will also make recommendations to the Board concerning the allocation of share options to employees. No Director is permitted to participate in discussions or decisions concerning their own remuneration. The Remuneration Committee comprises the Chairman, Tim Yeo, and two other non-executive Directors, Brian Wilson and Michael Mangan.
AIM Rules Compliance Committee
An AIM Rules Compliance Committee has been established which will meet at least twice a year and at any other time when requested by a member of the committee. The AIM Rules Compliance Committee will be responsible for, inter alia, monitoring the quality of internal procedures, resources and controls to enable compliance by the Company with the AIM Rules and the AIM Rules for Nominated Advisers and to enable the Company to seek advice from its nominated adviser regarding compliance with the AIM Rules and AIM Rules for Nominated Advisers whenever it is appropriate to do so and to take such advice into account. In undertaking its duties, the committee shall bear in mind the size, pro¢tability and market capitalisation of the Company, its reputation, its performance relative to other similar companies, the performance of individuals and the best interests of shareholders. The AIM Rules Compliance Committee comprises of Tim Yeo, chairman, Brian Wilson and Michael Mangan.