The Directors have given consideration to the code provisions set out in the UK Corporate Governance Code which was published in June 2010 (the “Corporate Governance Code”). The Directors recognise the importance of sound corporate governance commensurate with the size of the Company and the interests of shareholders.
The Directors intend to comply so far as is appropriate with the provisions of the Corporate Governance Code having regard to the size and nature of the Company’s operations.
The Company is subject to the City Code on Takeovers and Mergers.
The Board comprises three directors: A Borrelli, A Gardner-Hillman and C Bird. The Board retains full and effective control over the Company.
- The Company holds regular Board meetings at which financial, operational and other reports are considered and, where appropriate, voted on.
- Apart from regular meetings, additional meetings are arranged when necessary to review strategy, planning, operational and financial performance, risk and capital expenditure and human resources and environmental management.
- To enable the Board to perform all its duties, all Directors have full access to all relevant information and to the services of the Company Secretary.
The Directors have established an Audit Committee and a Remuneration Committee.
- The Audit Committee comprises Alex Borrelli, Chair, A Gardner-Hillman and Colin Bird. It meets at least twice a year. The committee reviews the Company’s annual and interim financial statements before submission to the Board for approval. The committee reviews regular reports from management and the external auditors on accounting and internal control matters. Where appropriate the committee monitors the progress of actions taken in relation to such matters. The committee also recommends the appointment of, and reviews the fees of, the external auditors.
- The Remuneration Committee comprises Alex Borrelli, Chair, A Gardner-Hillman and Colin Bird. It meets at least twice a year. It is responsible for reviewing the performance of the Executive Director and for setting the scale and structure of remuneration, paying due regard to the interests of shareholders as a whole and the performance of the Company. The remuneration committee also determines allocations of any warrants or options granted under any share option scheme adopted by the Company in the future and is responsible for setting any performance criteria in relation to the exercise of warrants granted under the Warrant Deeds and any such share options which may be granted.