Corporate Governance and Committees
The Board will meet regularly and be responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls.
The Board has adopted a schedule of matters reserved for consideration by the Board, including, amongst others, approval of the Group’s long term objectives, policies and budgets, changes relating to the Group’s management structure, approval of the Group’s annual report and accounts, approval of the dividend policy and ensuring maintenance of sound systems of internal control and risk management. To enable the Board to discharge its duties, it is intended that all of the Directors will receive full and timely information and, if necessary, the Non-Executive Directors may take independent professional advice at the Group’s expense.
As envisaged by the Corporate Governance Code, the Board has established three committees:
- an Audit Committee,
- a Remuneration Committee, and
- a Nomination Committee
each with formally delegated duties and responsibilities and written terms of reference. The members of these committees are appointed from among the Non-Executive Directors. The written terms of reference of the committees have been supplemented with additional provisions from the Corporate Governance Code as applicable to AIM companies (taking into account the QCA Guidelines). The Board has also set up an additional committee, the Board Technical Committee. If the need should arise, the Board may set up additional committees to consider specific issues as appropriate. A brief description of the terms of reference of the committees is set out below.
Audit Committee
The Audit Committee will initially comprise two independent Non-Executive Directors, being Barry Rourke (chairman) and Rod Perry. The Audit Committee will consider, inter alia (i) the integrity of the financial statements of the Group, including its annual and interim accounts, and the effectiveness of the Group’s internal controls and risk management systems; (ii) auditors’ reports; and (iii) the terms of appointment and remuneration of the auditor. The Audit Committee will supervise and monitor, and advise the Board on, risk management and control systems and the implementation of codes of conduct. In addition, the Audit Committee will supervise the submission by the Group of financial information and a number of other audit related issues. The Audit Committee will meet at least twice a year.
Remuneration Committee
The Remuneration Committee will initially comprise three Non-Executive Directors, being Rod Perry (chairman), David Bremner and Tim Eggar, all of whom are considered to be independent. The Remuneration Committee has as its remit, inter alia, the review of, amongst other matters, the remuneration of Executive Directors and any share option or other equity incentive plans or other bonus plans of the Group and to make recommendations on such matters to Board. In addition, the Remuneration Committee will prepare an annual report on the remuneration policies of the Group. The remuneration of Non-Executive Directors is a matter for the Chairman and the Executive Director(s). No Director or manager may be involved in any decisions as to his/her own remuneration. The Remuneration Committee will meet at least once a year.
Nomination Committee
The Nomination Committee will initially comprise three Non-Executive Directors, being Tim Eggar (chairman), David Bremner and Robert Jeffcock, two of whom are considered to be independent. The Nomination Committee’s remit is, inter alia, to prepare selection criteria and appointment procedures for members of the Board and to review on a regular basis the structure, size and composition of the Board. In undertaking this role, the Nomination Committee will refer to the skills, knowledge and experience required of the Board given the Group’s stage of development and make recommendations to the Board as to any changes. The Nomination Committee will also consider future appointments in respect of the Board’s composition as well as make recommendations regarding the membership of the Audit and Remuneration Committees. The Nomination Committee will meet at least once a year.
Board Technical Committee
The Board Technical Committee will initially comprise David Bremner (Chairman), Kamlesh Parmar and Peter Clutterbuck. It will aim to meet ahead of each board meeting and call upon additional company personnel as it may deem necessary from time to time. The remit of the Board Technical Committee will be to report to the Board on technical matters relating to the Group’s activities.
