Corporate Governance
The Board fully supports the underlying principles of corporate governance contained in the Combined Code.
Although it is not required to comply with these recommendations, the Board has sought to comply with the provisions of the Code, in so far as is practicable and appropriate for a public company of its size and nature, and recognises its overall responsibility for the Company's systems of internal control and for monitoring their effectiveness.
The main features of the Company's corporate governance procedures, which do not constitute full compliance with the Combined Code, are:
- three Independent Non-executive Directors;
- an Audit Committee, comprising three Non-executive Directors;
- a Nominations Committee, comprising three Non-executive Directors;
- a Remuneration Committee, comprising three Non-executive Directors;
- all business activity is organised within a defined structure with formal lines of responsibility and delegation of authority, including a schedule of "matters referred to the Board"; and
- regular monitoring of key performance indicators and financial results together with comparison of these against expectations.
Audit Committee
Chaired by Nigel Luckett
The Audit Committee meets not less than three times per year and is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for the reporting of the financial performance of the Company and for reviewing financial statements prior to publication. The Audit Committee has unrestricted access to the Group's auditors and will ensure that auditor independence has not been compromised.
Nomination Committee
Chaired by Richard Shacklady
The Nomination Committee meets at least once a year and at such other times as the Chairman of the Committee shall require. It has the responsibility for leading the process for Board appointments and making recommendations to the Board accordingly via a formal, transparent and rigorous appointment procedure.
Remuneration Committee
Chaired by Philip Cammerman
The Remuneration Committee reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders. It also determines the allocation of share options to employees. It is a rule of the Remuneration Committee that a Director shall not participate in discussions or decisions concerning his/her own remuneration.
The Company has adopted the Model Code for Directors' Dealings as set out in the Listing Rules of the UK Listing Authority and as applicable to AIM companies and takes all reasonable steps to ensure compliance by Directors and relevant employees in due course.
Share Price
-4.50 (-2.54)
16:49 07/09/2010
Annual Report
