Corporate Governance PDF Print E-mail
The UK Corporate Governance Code

The directors recognise the value of the UK Corporate Governance Code (“the Code”) and whilst under the AIM rules compliance is not required the directors have regard to the recommendations of the Code in so far as is appropriate for a public company of its size.

The Board

The Board is comprised of two Executive Directors and three Non-executive Directors whose background and experience are relevant to the Company’s activities. The Board, through the directors, maintain regular contact with its advisors and public relations consultants in order to ensure that the Board develops an understanding of the views of major shareholders about the Company. All directors have access to the advice and services of the company secretary who is responsible to the Board for ensuring that the Board procedures are followed and that the applicable rules and regulations are complied with. In addition, the company secretary will ensure that the directors receive appropriate training as necessary.

Audit Committee

The Audit Committee members are Ken Ratcliff (Chairman) and Maurice Hazzard. Members of the committee attended all meetings either in person or by telephone. Senior representatives of the external auditors attend these meetings if considered appropriate. The external auditor has unrestricted access to the Chairman of the committee. The role of the Audit Committee includes:

  • Consideration of the appointment of the external auditor and the audit fee.
  • Reviewing the nature, scope and results of the external audit.
  • Monitoring the integrity of the financial statements and interim report.
  • Discussing with the Group’s auditors problems and reservations arising from the interim and final results.
  • Reviewing the external auditor’s management letter and management’s response.
  • Reviewing on behalf of the Board the Group’s system of internal control and making recommendations to the Board.
Remuneration Committee

The members of the Remuneration Committee are Maurice Hazzard (Chairman) and Ken Ratcliff. The Group’s policy is to remunerate senior executives fairly in such a manner as to facilitate the recruitment, retention and motivation of staff. The Remuneration Committee recommends to the Board a framework for the remuneration of the Chairman, the Executive Directors and the senior management of the Group. The principal objectives of the Remuneration Committee include:

  • Determining and recommending to the Board the remuneration policy for the Chief Executive and Executive Directors.
  • Reviewing the design of share incentive plans for approval by the Board and determining the annual award policy to Executive Directors under existing plans.
Nomination Committee

The Company has not established a Nomination Committee as the directors are of the opinion that such a committee is inappropriate given the current size of the Company.

Relations with Shareholders

Communication with shareholders is given high priority and the Company therefore communicates regularly with shareholders including the release of announcements for the interim and annual results and after significant developments. The Annual General Meeting is normally attended by all directors. Shareholders, including private investors, are invited to ask questions on matters including the Group’s operations and performance and to meet with the directors after the formal proceedings have ended.