Corporate Governance

In line with the London Stock Exchange’s recent changes to the AIM Rules, the Board has chosen to adopt the QCA Code and intends to comply to the fullest extent practicable for the Company. Where the Company is unable to comply, or is not yet in compliance with the provisions of the QCA Code, the Company will explain such incidences of non-compliance on its website and/ or in its annual report and accounts.

The Board has established an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee each with formally delegated duties and responsibilities and written terms of reference.

The Audit and Risk Committee

The Audit and Risk Committee comprises three independent non-executive Directors being Joanne Lake (Chairman), Robert Murphy and Nigel Payne. The Committee formally meets at least three times a year. Whilst only Committee members are entitled to attend the formal meetings, the Committee does invite other directors and executives to attend as appropriate. The external auditor of the Company attends the meetings on a regular basis and has unrestricted access to the Committee and its Chair.

The Audit and Risk Committee has agreed its terms of reference with the Board and assists the Board in discharging its responsibilities for corporate governance, risk management, financial control and internal controls by reviewing and monitoring risk and internal controls throughout the business.

The Committee specifically considers:

The financial statements and going concern of the business;
The appropriateness and any changes to the accounting policies of the Group including any judgements required by such policies and the reasonableness of such;
The appointment, replacement and work of the auditor;
The scope of the annual audit and agreement with the external auditor of the key areas of focus;
The reports from the external auditors concerning their audit of the annual financial statements of the Group and any review of internal controls;
The financial disclosures contained in reports to shareholders;
The independence and objectivity of the external auditor and the level and nature of non-audit services provided by them;
The performance of the external auditors and the level of fees charged for their services;
The identification, management and mitigation of risk within the business;
The appropriateness, adequacy and effectiveness of internal controls within the business.

Remuneration Committee

The Remuneration Committee comprises three independent non-executive Directors being Robert Murphy (Chairman), Spiros Giamas and Joanne Lake. The Committee formally meets at least three times a year. Whilst only Committee members are entitled to attend the formal meetings, the Committee does invite other directors and executives to attend as appropriate.

The Remuneration Committee has agreed its terms of reference with the Board and assists the Board in discharging its responsibilities for the general oversight of all remuneration arrangements for Executive Directors and senior managers, together with considering all material elements of remuneration policy, remuneration and incentives with reference to independent remuneration research and professional advice. Recommendations are made to the Board on the framework for executive remuneration including:

The Committee specifically:

Sets the remuneration policy for all executive directors and the company’s chairman, including pension rights and any compensation payments. The board itself determines the remuneration of the non- executive directors;
Monitors the level and structure of remuneration for senior management.
Obtains and considers reliable, up-to-date information about remuneration in other companies of relevance, comparable scale and complexity;
Appropriately uses external remuneration consultants and commissions or purchases any relevant reports, surveys or information which it deems necessary to discharge its duties;
Approves the design of, and determines targets for, any performance-related pay schemes operated by the company and approve the total annual payments made under such schemes;
Reviews the design of all share incentive plans for approval by the board and shareholders;
Determines the policy for, and scope of, pension arrangements for each executive director and other designated senior executives;
Ensures that contractual terms on termination, and any payments made, are fair to the individual, and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
Oversees any major changes in employee benefits structures throughout the company or group;
Agrees the policy for authorising claims for expenses from the directors.

Nomination Committee

The Nomination Committee comprises three independent non-executive Directors being Nigel Payne Murphy (Chairman), Robert Murphy and Spiros Giamas. The Committee formally meets at least once a year. Whilst only Committee members are entitled to attend the formal meetings, the Committee does invite other directors and executives to attend as appropriate.

The Nomination Committee has agreed its terms of reference with the Board and assists the Board in discharging its responsibilities for the general effectiveness of the board of directors of the company.

The Committee specifically shall:

Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the board and make recommendations to the board with regard to any changes;
Give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and the skills and expertise needed on the board in the future;
Keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
Be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise;
Review the results of the board performance evaluation process that relate to the composition of the board;
Review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties;
Formulate plans for succession for both executive and non-executive directors and in particular for the key roles of chairman and chief executive;
Consider suitable candidates for the role of senior independent director;
Consider membership of the audit and remuneration committees, and any other board committees as appropriate, in consultation with the chairman of those committees.