Corporate Governance

Board committees

The Board has established three committees each consisting of, as a minimum, the three non-executive directors.  Each committee has defined terms of reference.

The Audit Committee is chaired by David Gutteridge, and meets at least twice a year with the executive directors and representatives of the external auditors in attendance.  The Committee’s duties include the review of interim and preliminary announcements, compliance with accounting standards, consideration of the Annual Report and Accounts prior to submission to the Board for approval, the appointment and remuneration of the external auditors together with their scope of work and consideration of their findings, and the review of internal controls.

The Remuneration Committee is chaired by John Paterson, and is referred to below.

The Nominations Committee comprises the non-executive directors and Christopher Winn, and is responsible for making recommendations on the appointment of additional directors and for reviewing the composition of the Board and the Board committees.  It is chaired by Christopher Winn.

Directors' remuneration

As a member of AIM the Company is not obliged to comply with the provisions of the Directors’ Remuneration Report Regulations 2002.  However, as part of its commitment to best practice, the Company adheres to the principles of good governance when deciding remuneration strategy and has delegated responsibility for remuneration policy to the Remuneration Committee.

The Remuneration Committee meets at least once a year, and its broad responsibility is to ensure the remuneration packages of the executive directors and senior management are competitive and designed to attract, retain and motivate individuals of high quality.  The Remuneration Committee is made up of the three non-executive directors, and is chaired by John Paterson.

The policy of the Group on directors’ remuneration is to provide competitive packages that reward Group and individual performance. Remuneration packages comprise a basic salary, an annual performance-related bonus, pension contributions and other benefits.  Where appropriate, participation in share incentive plans is also offered.

Internal control

The Board is responsible for establishing and maintaining the Group’s system of internal controls.  Internal control systems are designed to meet the particular needs of the Group, and to address the risks to which the Group is exposed.  By their nature, internal control systems are designed to manage rather than eliminate risk, and can provide only reasonable and not absolute assurance against material misstatement or loss.  The Board has adopted a policy of continuous improvement by regular review for assessing the adequacy of internal controls.

Shareholder communication

The directors seek to visit institutional shareholders at least twice a year.  In addition all shareholders are welcome to attend the Annual General Meeting, where there is an opportunity to question the directors as part of the agenda, or more informally after the meeting.  Communication with shareholders is seen as an important part of the Board’s responsibilities, and care is taken to ensure that all price sensitive information is made available to all shareholders at the same time