As the Company is quoted on AIM it is not required to, and does not comply with, the UK Corporate Governance Code (the ‘Code’). However, we have reported on our Corporate Governance arrangements by drawing upon best practice available, including those aspects of the Code we consider to be relevant to the Company.
The main exceptions are:
The Board's principal responsibilities are to deliver shareholder value, maintain reliable systems of control and provide the overall vision and leadership for the Company. It determines corporate strategy, reviews the Group's operating and financial performance to ensure it is effectively controlled, and is the primary decision-maker for all matters considered to be significant to the Group as a whole.
There is an agreed formal schedule of matters reserved for approval by the Board including the approval of acquisitions, budgets, commercial strategy, major capital expenditure, treasury policy, corporate governance, risk control and the appointment of new Directors.
The Board, chaired by Michael Jackson, comprises two Executive Directors and two Non-Executive Directors. Collectively, the Directors have a wide range of relevant business and financial experience and knowledge which is vital to the success of the Group.
The Chairman and Chief Executive have clearly defined and distinct roles. The Chairman is responsible for corporate governance, shareholder communication and the efficient operation of the Board. The Chief Executive is responsible for the day-to-day operation of the Group and leads the communication programme with analysts and potential investors.
The Board carries out its duties with the assistance of the Board committees. The Board meets regularly during the year and additional meetings are arranged as necessary for specific purposes. Full and timely information is provided to the Board to enable it to function effectively and to allow Directors to discharge their responsibilities.
All Directors have access to the advice and services of the Company Secretary, who ensures that the Board meets formally at least 10 times per year, receives appropriate and timely information for decision making, that Board procedures are followed and that statutory and regulatory requirements are met. Any Director, in order to fulfil his duties, may take independent professional advice at the Company's expense.
The Audit Committee assists the Board to discharge its responsibilities for ensuring the integrity of the financial information reported to shareholders, meeting with and recommending the appointment and resignation of the Company's auditor and ensuring that non-audit services do not impact on the objectivity and independence of the Company's auditor. The Audit Committee is chaired by Michael Neville and meets on at least two occasions each year.
The Remuneration Committee's principal functions are to review the performance of the Executive Directors, recommend the setting of their remuneration and for considering the grant of share options to Directors and employees. The Committee is chaired by Michael Neville.
The Nomination Committee comprises the Chairman and a Non-Executive Director. It is chaired by Michael Jackson. The principal functions are to review the structure, size and composition of the Board, consider succession and identify and nominate Board candidates.
Information last updated: 1 November 2016
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