Corporate Governance Statement
The Board, which comprises the Executive Directors, a Non-Executive Chairman, Ivan Martin, and one independent Non-Executive Director, Karl Monaghan, are responsible for establishing the strategic direction of the Group, monitoring the Group’s trading performance and appraising and executing development and acquisition opportunities. The Company holds at least six Board meetings each year.
The Company complies with the Combined Code on the Principles of Good Governance and the Code of Best Practice so far as is reasonably practicable for an AiM-quoted company. Where full compliance is not considered appropriate by the Board, the Directors will refer to guidance issued by the Quoted Companies Alliance. Ivan Martin and Karl Monaghan are deemed to be independent Non-Executive Directors for the purposes of the Combined Code. The Company maintains appropriate Directors’ and officers’ liability insurance.
The Board has established an Audit Committee, which consists of Karl Monaghan (Chairman) and Ivan Martin. The Audit Committee is primarily responsible for ensuring that the financial performance of the Company is properly measured and reported on and will review any reports from the management and the auditors regarding the accounts and will consider draft interim and annual accounts. The Audit Committee will make recommendations concerning the application of the financial reporting and internal control principles, including reviewing the effectiveness of the Company’s financial reporting, internal control and risk management procedures and the scope, quality and results of the external audit. It will also make recommendations to the Board on the appointment of the auditors and the audit fee. It will meet at least twice each year.
In addition the Board has established a Remuneration Committee made up of Ivan Martin (Chairman) and Karl Monaghan. The Remuneration Committee is responsible for making recommendations to the Board on remuneration policy for the Executive Directors and the terms of their service contracts, with the aim of ensuring that their remuneration, including awards made under the EMI Plan, is based both on their own performance and that of the Group generally. The Remuneration Committee administers and establishes performance targets for the EMI Plan and approves awards made under this plan and will administer any future incentive schemes. The Group has adopted a policy of regular reviews of option awards and the Remuneration Committee meets every six months to ensure the appropriate incentives are in place. In addition it advises on the remuneration policy for the Group’s employees. In exercising this role, the terms of reference of the Remuneration Committee requires it to comply with the Code of Best Practice published in the Combined Code. The Remuneration Committee also has responsibility for making recommendations on the appointment of additional Directors to the Board.
The Company has adopted a model code for dealings in its Ordinary Shares by Directors and senior employees which is appropriate for an AiM-quoted company.
