The Corporate Governance Code, published by the Quoted Companies Alliance (“QCA Code”) in 2013, sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies. The Company complies with the QCA Code.
The Board of Directors comprises three Executive Directors and three Non-Executive Directors, including a Non-Executive Chairman.
The Board meets at least three times a year to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals. The Company has established audit, nomination and remuneration committees with formally delegated duties and responsibilities and with written terms of reference. Each of these committees will meet regularly and at least twice a year. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
The Remuneration Committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make 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 will meet as and when necessary, but at least twice a year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The members of the Remuneration Committee shall include a minimum of two independent non-executive Directors.
The Nomination Committee will have responsibility for reviewing the structure, size and composition (including skills, knowledge and experience) of the Board and giving full consideration to succession planning. It will also have responsibility for recommending new appointments to the Board. The Nomination Committee will meet not less than twice a year and at such other times as required.
The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to ensure 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 external auditors relating to the interim and annual accounts and the accounting and internal systems in use throughout the Group. The Audit Committee will meet at least three times in each financial year and will have unrestricted access to the Group’s auditors.
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