The Company recognises the importance of, and is committed to, high standards of corporate governance. The Company’s shares are traded on the AIM market of the London Stock Exchange. The Company is not required to comply with the provisions of the UK Corporate Governance Code on the principles of good corporate governance and code of best practice published by the Financial Reporting Council in September 2012 (“the UK Corporate Governance Code”). However, the Directors recognise the importance of sound corporate governance and seek to comply with the provisions of the UK Corporate Governance Code and the QCA Guidelines insofar as they are appropriate given the Company’s size and stage of development and compliance has been effected by the Company in the following way.
The Board currently comprises an executive chairman and an executive director and four non-executive directors. The Board is satisfied that, having considered the background and current circumstances of each of the non-executive directors, there are no relationships or other matters which could affect their respective judgement in carrying out their duties. Accordingly, the non-executive directors are considered by the Board to be independent of management.
Mr Greg Radke is the senior independent non-executive director. The non-executive directors have disclosed to the chairman and the Company Secretary their significant commitments other than their directorship of the Company. All directors have access to the Company Secretary and may take independent professional advice at the Company’s expense. Each director may also receive appropriate training as necessary and a record of training undertaken is maintained by the Company Secretary.
The Board receives detailed proposal papers in advance of meetings, together with management presentations to facilitate proper consideration and debate of matters brought before it. The Board is primarily responsible for the strategic direction of the Group. Major strategic initiatives involving significant cost or perceived risk are only undertaken following their full evaluation by the Board. Matters of an operational nature are delegated to the Group’s management.
Progress on key initiatives is reported regularly and minuted, together with routine matters such as financial performance and current trading.
The remuneration committee consists of two independent non-executive directors and is chaired by Mr Greg Radke. The committee’s aim is to ensure that the executive directors and senior management are rewarded for their contribution to the Group and are motivated to enhance the return to shareholders.
The remuneration committee is responsible for reviewing the performance of the executive directors, setting their remuneration, considering the grant of options under any share option scheme and in particular the price per share and the application of performance standards which may apply to any such grant.
Currently with the reduced activities of the Group, all matters pertaining to remuneration are dealt with by the full Board, taking independent advice if required.
The audit committee comprises of two non-executive directors and is chaired by the senior independent director Greg Radke. The committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on and where required meet with the Group’s auditors and reviewing their reports on the accounts and the Group’s internal controls.
It also reviews the performance of the Group’s auditors to ensure an independent, objective, professional and cost–effective relationship is maintained. As well as reviewing the Company’s published financial results, the committee reviews the Group’s corporate governance processes (including risk analysis), accounting policies and procedures, reporting to the Board on any control issues identified. The audit committee meets twice per year to review the interim and annual financial statements and to consider any other associated matters.