The Directors recognise the importance of sound corporate governance and intend that the Company will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies, as published by the Quoted Companies Alliance (the “Corporate Governance Guidelines”), insofar as they are appropriate given the Group’s size and nature.
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Group intends to hold Board meetings at least six times each financial year and at other times as and when required.
The Group has established properly constituted audit and remuneration committees of the Board with formally delegated duties and responsibilities. Given the Group’s current size, the Board has not considered it necessary to constitute a nominations committee and the Board as a whole will consider the appointment of directors of the Company.
The Audit Committee will have primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee will meet not less than three times in each financial year and will have unrestricted access to the Group’s auditors. The members of the audit committee are Falcon Clouston, who acts as chairman of the committee, and Paul Kidney.
The Remuneration Committee reviews the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The committee will meet as and when necessary to assess the suitability of candidates proposed for appointment by the Board. In exercising this role, the Directors shall have regard to the recommendations put forward in the Corporate Governance Guidelines. The members of the remuneration committee are Paul Kidney, who acts as chairman of the committee, and Falcon Clouston.