Corporate Governance Statement
The Directors recognise the importance of sound corporate governance and intend to ensure that, at all times, the Company continues to apply policies and procedures which reflect the principles of Good Governance and Code of Best Practice as published by the Committee on Corporate Governance (commonly, known as “the Combined Code”) as are appropriate to the size, nature and stage of development of the Company. The Directors endeavour to comply with the QCA Guidelines in such respects as are appropriate for a company of its size, nature and stage of development following Admission.
The Company has an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities.
The audit committee’s primary responsibilities are to monitor the integrity of the financial affairs and statements of the Company, to ensure that the financial performance of the Company and any subsidiary of the Company is properly measured and reported on, to review reports from the Company’s auditors relating to the accounting and internal controls and to make recommendations relating to the appointment of the external auditors.
The audit committee comprises Michael Bretherton, who acts as chairman of the committee, and the non-executive directors.
The remuneration committee’s primary responsibilities are to review the performance of the executive directors of the Company and to determine the broad policy and framework for their remuneration and the terms and conditions of their service and that of senior management (including the remuneration of and grant of options to such person under any share scheme adopted by the Company). The remuneration committee comprises Peter Rowley, who will act as chairman of the committee, and the non-executive directors. The remuneration of non-executive directors shall be a matter for the chairman and the executive members of the board of the Company.
The nomination committee’s primary responsibilities are to regularly review the structure, size and composition required of the board of the Company, prepare a description of the role and capabilities required of an appointment, make recommendations to the directors on all new appointments of directors and senior management, interviewing nominees, to take up references and to consider related matters. The nomination committee comprises of Peter Rowley, who will act as chairman of the committee, and the non-executive directors.
The Company has adopted a model code for directors’ dealings in securities of the Company which is appropriate for a company quoted on AIM. The Directors comply with Rule 21 of the AIM Rules relating to directors’ dealings and also take all reasonable steps to ensure compliance by the Group’s “applicable employees” as defined in the AIM Rules.
The Directors have considered the guidance issued by the Institute of Chartered Accountants in England and Wales (commonly known as the Turnbull Report) concerning the internal requirements of the Combined Code.