Corporate Governance

The Company is quoted on AIM (operated and regulated by the London Stock Exchange plc) and it is therefore not required to comply with the provisions and principles of good corporate governance and code of best practise (the ‘Combined Code’). Nevertheless, it is, where deemed appropriate, the intention of the Board to continue to comply with the Combined Code in so far as it is practicable for a group of its size.

The Board

The Board currently comprises the Non- Executive Chairman, Non-Executive Director, Chief Executive Officer, Finance Director, and Managing Director. The key features of the corporate governance structure are:

• The Non-Executive Chairman is closely involved with the development of the corporate strategy and financing of the Group. He is also the Chairman of the Audit and Remuneration Committees.
• The Non-Executive Director provides a range of skills and experience in the Group. He brings independent judgement to issues of strategy, performance, risk and people through his membership of the Board and Audit and Remuneration Committees.
• The Chief Executive Officer exercises his delegated powers through the management team comprising himself, the Managing Director and the Finance Director and senior members of management.

All directors have access to the advice and services of the Company Secretary, who ensures that the Board meets formally at least eight times per year, receives appropriate and timely information for decision making, that Board procedures are followed and that statutory and regulatory requirements are met. Any director, in order to fulfil their duties, may take independent professional advice at the Company’s expense.

Under the retirement by rotation provisions of the Articles, at least one third (or, if their number is not a multiple of three, the nearest number to (but not greater than) one third) of the directors of the Company at the time of the Annual General Meeting will be required to retire and seek re-election by shareholders at that meeting.

The Company does not have a Nomination Committee, and so does not comply with the Combined Code in this respect. The Board as a whole is responsible for its structure, size, composition and successional needs.

The Non-Executive Chairman and Non- Executive Director would not be classified as independent under the Combined Code as: (i) the Non-Executive Chairman participates in the Company’s share option scheme; and (ii) the Non-Executive Director is a significant shareholder.

The Audit Committee

The Company has an established Audit Committee, comprising the non-executive directors. The Audit Committee is chaired by M. P. Neville and has met three times this year. The Audit Committee is responsible for
ensuring that appropriate financial reporting procedures are properly maintained and reported on and for meeting with and recommending the appointment and resignation of the Company’s auditors and reviewing their reports on the accounts and the Company’s internal controls.

The Remuneration Committee

The Company has an established Remuneration Committee, comprising the non-executive directors. The Remuneration Committee is chaired by M. P. Neville. The Remuneration Committee is responsible for reviewing the performance of the executive directors, for recommending the setting of their remuneration, for the determination of the payment of bonuses, and for considering the grant of options to executive directors under any share option scheme (including the price per share and the application of performance
standards which may apply to any such grant).