The
Directors support high standards of corporate governance.
Compliance with the Combined Code is not required for a
company whose shares are admitted to trading on AIM and
therefore the Company was not, prior to Admission, fully
compliant with the Combined Code. However, the Directors
have always taken note of its provisions and complied whenever
it has been appropriate to do so. Other than in respect
of the interests in Ordinary Shares of the non-executive
Directors as detailed below, upon Admission the
Company will comply with the provisions of the Combined
Code.
The Board currently comprises an independent non-executive
Chairman, three executive directors and two independent
non-executive directors. The Board believes that all three
non-executive directors are independent notwithstanding
that all the non-executive directors hold Options and Mr
Mortimer and Mr Shah hold Ordinary Shares. The Board meets
on at least five occasions during the course of the year
to review the Group’s operations, trading performance, budgets,
funding, to set and monitor strategies, examine acquisition
opportunities and report to shareholders. The Board has
a formal schedule of matters specifically reserved to it
for decisions. The roles of Chairman and Chief Executive
are separate, and the responsibilities of Chairman and Chief
Executive are independently defined. It is the Chairman’s
responsibility to ensure that the Board is provided with
accurate, timely and clear information in relation to the
Group and its
business.
The Combined Code recommends that the Board should appoint
one of its independent non-executive Directors to be the
senior independent director. The senior independent director
should be available to Shareholders if they have concerns
that contact through the normal channels of Chairman, Chief
Executive or Finance Director has failed to resolve or where
such contact is inappropriate. Dr Carol Bell is the Board’s
existing senior independent director and will continue in
this role following Admission.
The Board has appointed an Audit Committee, a Remuneration
Committee and a Nomination Committee, each of which has
defined terms of reference which are summarised below. Each
committee and each Director has the authority to seek independent
professional advice where necessary to discharge their
respective duties in each case at the Company’s expense.
In addition, each Director and committee has access to the
advice of the Company Secretary, Richard Vanderplank of
Equity Limited.
AUDIT COMMITTEE [Back
to Top]
The Audit Committee is chaired by Carol Bell and its other
members are Paul Mortimer, and Pradip Shah.
The Audit Committee is responsible for a wide range of financial
matters and will, following Admission, meet at least two
times a year. It monitors the controls that are in place
to ensure the integrity of the financial information reported
to shareholders. The Audit Committee also oversees the relationship
with the external auditor, reviews the scope and results
of audits and provides a forum for reporting by the Group’s
auditors. The Audit Committee also focuses on compliance
with legal requirements, accounting standards and the Listing
Rules and the Disclosure and Transparency Rules and ensures
that an effective system of internal control and risk management
systems are maintained. The ultimate responsibility for
reviewing and approving the annual report and accounts and
the half-yearly reports nevertheless remains with the Board.
The Executive Directors attend meetings of the Audit Committee
through invitation.
REMUNERATION
COMMITTEE [Back
to Top]
The Remuneration Committee is chaired by Paul Mortimer and
its other members are Sastry Karra and Pradip Shah. The
Remuneration Committee, which will, following Admission,
meet at least two times a year, considers remuneration policy
and the employment terms and remuneration of the Executive
Directors and senior management. The Remuneration Committee’s
role is advisory in nature and makes recommendations to
the Board on the overall remuneration packages for Executive
Directors in order to attract, retain and motivate high
quality executives capable of achieving the Group’s objectives.
The Remuneration Committee also reviews proposals for the
share option plans and other incentive plans, makes recommendations
for the grant of awards under such plans as well as approving
the terms of any performance related pay schemes. None of
the Directors participates in any discussion or votes on
any proposal relating to his own remuneration. The Board’s
policy is to remunerate the Group’s senior executives fairly
and in such manner as to facilitate the recruitment, retention
and motivation of suitably qualified personnel. The remuneration
of the non-executive Directors is determined by the Chairman
and the executive Directors outside the framework of the
Remuneration Committee.
NOMINATION COMMITTEE [Back
to Top]
The Nomination Committee is chaired by Paul Mortimer and
its other members are Sastry Karra and Pradip Shah. It will,
following Admission, meet at least twice a year. The Nomination
Committee considers the structure, size and composition
of the Board, retirements and appointments of additional
and replacement directors, reviews succession plans for
the Directors and makes recommendations to the Board on
membership of the Board, its committees and other matters
within its remit. |
|
.jpg)
