Corporate governance

The Directors recognise the importance of sound corporate governance and with that aim, the Company has voluntarily adopted those of the recommendations of the QCA Guidelines that they consider appropriate to the Company’s size at this time. To the extent that the Company is not compliant with the QCA Guidelines it is intended that it will become so as its business matures.

The Board meets regularly to review key operational issues, strategic development and the financial performance of the Company. All matters of a significant nature are discussed in the forum of board meetings. The Board is responsible for internal controls to minimise the risk of financial or operational loss or material misstatement. These controls have been designed to meet the particular needs of the Company having regard to the nature of its business.

The Directors recognise the importance of sound corporate governance and with that aim, the Company has voluntarily adopted those of the recommendations of the QCA Guidelines that they consider appropriate to the Company’s size at this time. To the extent that the Company is not compliant with the QCA Guidelines it is intended that it will become so as its business matures.

The Board meets regularly to review key operational issues, strategic development and the financial performance of the Company. All matters of a significant nature are discussed in the forum of board meetings. The Board is responsible for internal controls to minimise the risk of financial or operational loss or material misstatement. These controls have been designed to meet the particular needs of the Company having regard to the nature of its business.

The Board of Directors
The Board currently comprises two executive directors and two non-executive directors.

The Non-executive directors are considered to be independent. All directors are required to stand for re-election at least every three years.

All members of the board are equally responsible for the management and proper stewardship of the Group. The non-executive directors are independent of management and free from any business or other relationship with the Company or Group. The non-executive directors are able to bring independent judgement to issues brought before the Board.

The Board meets at least ten times per year and more frequently when necessary to approve specific decisions.

Directors may take, at the Company’s expense, independent professional advice.

The Audit Committee
The audit committee is comprised of the Chairman and the non-executive directors and determines the terms of engagement of the Company’s auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company’s auditors and is chaired by Philip Young, one of the Company’s non-executive directors.

The Remuneration Committee
The remuneration committee, which comprises the non-executive directors, is chaired by Roderic Rennison. The committee reviews the scale and structure of the executive directors’ and senior employees’ remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive directors are set by the entire Board.

The Nomination Committee
The directors do not consider it is appropriate for a company of this size to have a nomination committee.

Communication with shareholders
The Chairman is available to meet with institutional shareholders and subject to the usual constraints to answer questions from private shareholders. Each shareholder receives the annual report, which contains the Chairman’s statement. The annual and interim reports, together with other corporate press releases are available on the Company website.

The Annual General Meeting provides a forum for all shareholders to raise issues with the directors. The Notice convening the meeting is issued 21 clear days ahead of the date on which the meeting is to be held. Separate resolutions are proposed on each substantially separate issue.

Risk management and internal controls
The directors are responsible for the Group’s system of risk management and internal control and for reviewing its effectiveness.

City Code on Takeover and Mergers
The Company is subject to the City Code on Takeovers and Mergers.

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