Corporate governance
The Directors recognise the importance of sound corporate governance. Whilst at this stage of the Company’s development the Directors consider that full compliance with the Combined Code would be too onerous, the Company intends, following Admission, to comply with the main provisions of the Combined Code so far as is practicable and appropriate for a public company of its size.
The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving the Company’s policy and strategy. It meets frequently and receives and reviews, on a timely basis, financial and operating information appropriate to discharging its duties. Directors are free to seek any further information they consider necessary. Given the size of the Company it is not considered appropriate that there should be a separate nominations committee. It is the view of the Board that the appointment of new Directors should be a matter of consideration by the Board as a whole. All appointments to the Board are subject to confirmation by Shareholders at the following AGM.
The Company values the views of Shareholders and recognises their interest in the Company’s strategy and performance and accordingly the Board positively encourages their attendance at general meetings.
The Directors have established an audit committee and a remuneration committee with formally delegated duties and responsibilities. The members of both committees are the Non executive Directors.
Audit committee
The audit committee, which is chaired by Terry Roydon, determines the terms of engagement of the Company’s auditors and, in consultation with the Company’s auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the annual accounts and the accounting and internal control systems in use by the Company. The audit committee has unrestricted access to the Company’s auditors.
Remuneration committee
The remuneration committee, which is chaired by Simon Bennett, reviews the scale and structure of the executive Directors’ remuneration and the terms of their service contracts. The remuneration of the Non Executive Directors will be determined by the Executive Directors.
Whereas the Combined Code recommends that audit and remuneration committee should comprise a minimum of three independent non executive directors, in view of the size of the Company it is currently considered appropriate for each of these committees to comprise two Non executive directors.