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As an AIM listed company, the Company is not required to comply with the UK Corporate Governance Code, however the Board supports the general principles therein.

The Board

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.

Board Meetings are chaired by Ross Warner. The Group is currently led and controlled by a Board consisting of six Directors. The Board considers that the majority of Directors are independent and that each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board.
Click here to see the biographies of the Board of Directors.

Board Committees

The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms. The current composition of Board Committees is as follows:

    Audit Nomination Remuneration
Andrew Lewis Director YES NO YES
James Pratt Director NO YES YES
Ross Warner Director YES YES NO

Audit Committee

The purpose of the Audit Committee, which is chaired by Andrew Lewis, is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company's auditors. The key terms are as follows:

  • to monitor the integrity of the financial statements of the Company, and any formal announcement relating to the Company's performance;
  • to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
  • to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;
  • to keep under review the effectiveness of the Company's financial reporting and internal control policies and systems; and
  • to review, at least annually, the need for an internal audit function.

Nomination Committee

The purpose of the Nomination Committee, which is chaired by Ross Warner, is to establish a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. The key terms are as follows:

  • to regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;
  • to prepare a description of the role and capabilities required for particular appointments, having evaluated the balance of skills, knowledge and experience of the Board; and
  • to satisfy itself with regard to succession planning.

Remuneration Committee

The purpose of the Remuneration Committee, which is chaired by James Pratt, is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual full-time Executive Directors. The key terms are as follows:

  • to determine and agree with the Board the framework or broad policy for the remuneration of the full-time Executive Directors;
  • to determine the total individual remuneration package of each full-time Executive Director including, where appropriate, bonuses, incentive payments and share options;
  • to determine targets for any performance related pay schemes; and
  • to determine the policy for and scope of pension arrangements for full-time Executive Directors.