Director’s Responsibilities and Committees

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 two 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

Corporate Governance

The Directors seek, as far as is considered appropriate having regard to the size and nature of activities of the Company, to comply with the Combined Code on Corporate Governance applicable to listed companies. The Board is assisted in this regard by a number of committees with delegated authority.

The Company’s organisational structure has clearly documented and communicated levels of responsibility, delegated authority and reporting procedures. The professionalism and competence of employees is maintained through recruitment, performance appraisal, written job descriptions, personal training and development plans. The Board supports the highest levels of commitment and integrity from employees. Expected standards of behaviour are set out in the Staff Handbook, a copy of which is given to all employees.

 

Audit Committee

The Company’s Audit Committee members comprise of Mitchell Field (Chairman) and Eugene Tenenbaum.

The Committee meets formally twice a year, on dates linked to the Company’s financial calendar, and at any other time when it has been appropriate to discuss audit, accounting or control issues.

The Committee’s principal responsibilities are:

To monitor the integrity of the financial statements of the Company

  • To monitor the preparation of the management accounts
  • To review the annual and interim financial statements to ensure that they present a balanced assessment of the Company’s position
  • To review accounting policies and confer with the external Auditor for guidance
  • To review with the executive management and the Company’s external Auditor the effectiveness of internal controls
  • To review with the Company’s external Auditor the scope and results of their audit
  • To oversee the relationship with the external Auditor

The external Auditor attends meetings of the Committee except when their appointment or performance is being reviewed. Executive Directors attend as and when appropriate.

 

Remuneration Committee

The Company’s Remuneration Committee members comprise of Tim Yeo (Chairman) and Mitchell Field.

The Committee reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements. In determining remuneration, the Committee seeks to enable the Company to attract and retain Executives of the highest calibre. In doing so, the Committee takes advice as appropriate from external advisers on executive remuneration. The Committee also makes recommendations to the Board concerning employee incentive schemes.

No Directors participate in discussions or decisions concerning their own remuneration.

This Committee is also responsible for nominating candidates, for the approval of the Board, to fill either Executive or Non-Executive vacancies or additional appointments to the Board.

 

AIM Rules Compliance Committee

The Company’s AIM Rules Compliance Committee members comprise of Tim Yeo (Chairman) and Mitchell Field. The Committee meets as appropriate.

The Committee is responsible for, among other things, 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.