Companies that are admitted to trading on AIM are not required to comply with the UK Corporate Governance Code. However, as members of the Quoted Companies Alliance (QCA) the Directors will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies, published from time to time by the QCA, to the extent that they believe it is appropriate in light of the size, stage of development and resources of an AIM-quoted company.
The Board reviews all matters relating to Corporate Governance at its regular Board meetings and ensures that where appropriate, the company aligns itself with the QCA's "12 principles of corporate governance" to place greater emphasis on the delivery of growth in long term shareholder value. This also includes matters pertaining to takeovers.
The Company has adopted, and will operate a share dealing code for Directors and other applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.
The Company is subject to the UK City Code on Takeovers and Mergers
An audit committee has been established. The audit committee will meet at least three times a year and is responsible for ensuring that the financial performance of the Group is properly reported and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. The external auditors will attend all meetings and the audit committee will have discussions with the external auditors at least once a year without any executive Directors being present.
The audit committee comprises Mr Smart as Chairman, Mr Eves and Mr Hickinbotham.
A remuneration committee has been established. The remuneration committee reviews the performance of the executive Directors and sets and reviews the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of the Shareholders. In determining the remuneration of executive Directors, the remuneration committee seeks to enable the Company to attract and retain executives of high calibre. No director is permitted to participate in discussions or decisions concerning his own remuneration. The remuneration committee will meet as and when necessary.
The remuneration committee comprises Mr Eves as Chairman, Mr Smart, and Mr Hickinbotham.
A nomination committee has been established. The nomination committee is responsible for recommendations to the Board for the appointment of additional directors or replacement of current directors and for succession planning for the Company.
The nomination committee comprises Mr Hickinbotham as Chairman, Mr Smart and Mr Eves.