Corporate Governance
The Combined Code sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. It is mandatory for fully listed companies. Whilst there is no obligation for AIM listed companies to comply with this code, the Directors endorse the principles of effective corporate governance and are committed to maintaining the highest standards of ethics, integrity and professional competence. The Directors do not consider full compliance with the code is appropriate for the Group at this stage of its development but will keep the matter under review and continue to develop procedures as the Group grows.

Audit Committee
During the year the audit committee consisted of K James (Chairman) and C Howell (Non-Executive Director). On 17 July 2009, K James retired as chairman of the committee, and was replaced as Chairman by C Howell. Subsequent to the year end, on 30 April 2010, J Charlton (Non-Executive Director) was appointed to the Audit Committee. The committee meets as required during the year, at least twice with the Group’s external auditors. Its role is to review the interim and final Financial Statements for approval by the Board, to ensure that operational and financial controls are functioning properly, and to provide the forum through which the Group’s external auditors report to the Board.

Remuneration Committee
The remuneration committee consists of K James (Chairman) and C Howell. The committee meets as required. The committee determines the service contract terms, the remuneration and benefits, including bonuses, of the Executive Directors and senior management. It is also responsible for granting share options.

Risk Management
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management systems, policies and procedures are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor the risks and adherence to limits. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide a reasonable and not absolute assurance against material misstatement or loss. Risk management processes are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Board’s oversight covers all controls, including financial, operational and compliance controls and general risk management.

It is based principally on reviewing reports from management to consider whether significant risks are identified, evaluated, managed and controlled and whether any significant weaknesses are promptly remedied and indicate the need for more extensive monitoring. The Group Audit Committee oversees how the Board monitors risk and reviews the adequacy of the risk management framework.

During the course of its review of the system of internal controls, certain potential weaknesses were identified in both operational and financial management. New policies have been approved, and the businesses are more closely monitored by the executive Board member responsible for the geographical territory, and we have continued to strengthen the financial management team. We have also introduced an internal audit function to the Group, which has direct access to the Chairman of the Audit Committee.

For Directors Biography please click here

For Memorandum of Association please click below:

>> Companies Act 2006 - New Articles of Association

>> Companies Act 2006 - Revised Articles of Association

>> Companies Act 2006 - Original Articles of Association

For AIM 26 Admission Document please click here