The Board is committed to establishing and maintaining integrity and high ethical standards in all of its business activities; and high standards of corporate governance – the process by which the Group is directed and managed, risks are identified and controlled, and effective accountability to shareholders is assured. Although the Company has its listing on the Alternative Investment Market (AIM), it seeks to embrace, voluntarily, the full spirit of the Combined Code on Corporate Governance (the "Combined Code"), but as a minimum, adhere to the Corporate Governance Guidelines for AIM Companies issued by the Quoted Companies Alliance.
The Board: Non-Executive Chairman, Kevin Hand
The Board presently comprises two executive directors and two non-executive directors. The roles of the Non-Executive Chairman and the Chief Executive are held separately and clearly defined in relation to their responsibility for managing the Board and managing the Group's operations respectively. Summary biographical details and standing committee memberships of all the directors are shown on this website.
The Board of directors are collectively responsible for the strategic direction, investment decisions and effective leadership and control of the Group. To this end, there exists:
- a schedule of matters specifically reserved to the Board for its decisions, including approval of the Group's strategy, annual budget, major capital expenditure, acquisitions and disposals, risk management policies and financial statements; and
- in relation to non-reserved matters, the terms of reference under which the Board has delegated certain responsibilities to its three standing committees.
Both of the non-executive directors are considered to be independent, as determined by the Board, and together bring a wide range of relevant skills and experience to bear on issues under consideration. This helps to ensure that independent judgement is exercised and that a proper balance of power is maintained for full and effective control.
All directors are required to stand for election at the first Annual General Meeting following their appointment and seek re-election at least every three years. They have direct access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are adhered to and that applicable rules and regulations are complied with. The Senior Independent Director has authority to ensure that directors may, if necessary, take independent professional advice at the Company's expense. Appropriate training for new and existing directors is kept under review and provided where necessary.
The Board generally meets on a monthly basis. Directors receive in advance of each meeting an agenda and set of supporting papers with detailed commentary. The non-executive directors are encouraged to voice any concerns they may have at the monthly Board meetings and to ask for further information if required. Minutes of each Board meeting are circulated for comment before being formally approved at the next meeting.
The performance of the directors and the effectiveness of the Board as a whole has been reviewed and monitored as part of an ongoing assessment under the stewardship of the Non-Executive Chairman.
Audit Committee: Chairman, Andrew Wilson
The Audit Committee comprises both non-executive directors and meets no less than twice a year with the external auditors together with various representatives of the executive and finance functions. It also meets privately with the external auditors on an adhoc basis. The Committee, inter alia:
- is responsible for the appointment, review and remuneration of the external auditors and has authority to pre-approve their engagement for both audit and permitted non-audit services within an agreed framework
- annually assesses the independence and objectivity of the auditors;
- reviews the annual and interim financial statements, the Group's accounting policies and procedures and its financial control environment, and
- reviews the Group's system of internal controls, including risk management procedures
Remuneration Committee: Chairman, Kevin Hand
The Remuneration Committee comprises both non-executive directors of the Company and meets at least twice a year and otherwise as necessary. It advises the Board on the Company's remuneration strategy and determines, on behalf of the Board and within its remuneration framework, the individual remuneration package of each of the executive directors and certain members of the senior management team.
No director is involved in deciding his own remuneration, whether determined by the Committee, or in the case of non-executives, by the Board.
Nomination Committee: Chairman, Kevin Hand
The Nomination Committee comprises both non-executive directors and meets at least once a year. It is responsible for reviewing the composition and structure of the Board and for making recommendations to the Board for its consideration and approval.