The Directors recognise the importance of sound corporate governance and confirm that, although the Company does not fully comply with the UK Corporate Governance Code, the Company complies with the Code to the extent appropriate and practicable for an AIM quoted company of its nature and size.
The Board comprises four Directors of which two are executives and two non-executives, reflecting a blend of different experience and backgrounds. The Board considers both of the non-executives to be independent.
The Board meets regularly to review, formulate and approve the Group’s strategy, budgets, and corporate actions and to oversee the Group’s progress towards its goals. In accordance with best practice, the Company has established audit and remuneration committees with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
The Audit Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than twice in each financial year and has unrestricted access to the Group’s external auditors. The Audit Committee is chaired by Ken Hanna and includes Ian Metcalfe.
The Remuneration Committee is chaired by Ian Metcalfe and includes Ken Hanna. The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary.