The Directors acknowledge the importance of high standards of corporate governance and have, given the Company’s size and the constitution of the Board, formally adopted and intends to fully comply with the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies.
The Board comprises five Directors, two Executive Directors and three Non-executive Directors, who are considered independent, reflecting a blend of different experiences and backgrounds (see Board biographies). The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities following Admission, while at the same time ensuring that no individual (or small group of individuals) can dominate the Board’s decision making.
The Audit Committee has primary responsibility for 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 auditor relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditor. The Audit Committee comprises Yvonne Monaghan (as Chairman), Richard Law and Stuart Warriner.
The Remuneration Committee will review the performance of the Executive Directors, Chairman of the Board and senior management of the Group 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 for the time being. The Remuneration Committee will meet as and when necessary, but at least twice each year. In exercising this role, the members of the Remuneration Committee will have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The remuneration of Non-executive Directors (other than the Chairman of the Board) will be a matter for the Chairman and the executive members of the Board. The Remuneration Committee comprises Stuart Warriner (as Chairman), Richard Law and Yvonne Monaghan.
The Nomination Committee will lead the process for Board appointments and make recommendations to the Board. The Nomination Committee will evaluate the balance of skills, experience, independence and knowledge on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee will meet as and when necessary, but at least twice a year. The Nomination Committee comprises Richard Law (as Chairman), Yvonne Monaghan and Stuart Warriner.