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.
The Group Audit Committee oversees how the Board monitors risk and reviews the adequancy of the risk management framework. During the year the Audit Committee consisted of C Howell (chairman), K James and J Charlton (Non-Executive Directors). The Committee meets as required during the year and at least twice the the Group's external auditors. Its role is to review the interim and final finacial statements for approval by the Board, to ensure that operational and finacial controls are functioning properly, and to provide the forum through which the Group's external auditors report to the Board.
The Remuneration Committee was established by the Board and operates under terms of reference agreed by the Board on 29th September 2008.
The Remuneration Committee consists of J Charlton (Chairman), C Howell
(Non-Executive Director) and E Bond (Non-Executive Director). A Hedlund (Non-Executive Director) attends though is not considered independent. 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.
The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management sytems, 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 by the Audit Committee to reflect changes in market conditions and the Group's activities. The Board's oversight covers all controls, including finacial, 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.
For Directors Biography please click here
For Memorandum of Association please click below:
>> Companies Act 2006 - Articles of Association
For AIM 26 Admission Document please click here