The Company is committed to high standards of corporate governance. As an AIM-listed company, we refer to the QCA guidelines for Smaller Quoted Companies. Although we are not required to comply with the UK Corporate Governance Code we do, however, continue to make reference to it.
The Board is responsible for the strategic direction, investment decisions and effective control of the Group. The Board meets at least monthly by teleconference and face-to-face when possible and aims to do so at least quarterly. There is a schedule of matters reserved for Board approval which is regularly reviewed.
The Board consists of two executive directors and three non-executive directors including a non-executive Chairman. The Board considers that the non-executive Directors are independent and bring strong judgement, knowledge and experience to the Board.
The Board has delegated certain responsibilities to the Board Committees set out below, which operate within defined terms. The current composition of Board Committees is as follows:
|Richard Eyre||Non-executive Chairman||Member||Chair||Member|
|Alicja Lesniak||Non-executive Director||Chair||Member||Chair|
|Margit Wennmachers||Non-executive Director||-||Member||-|
|Tim Dyson||Chief Executive Officer||-||Member||-|
The primary role of the Committee is to keep under review the Group’s financial reporting procedures and financial systems and controls and to ensure the integrity of the financial information reported to shareholders. Its key terms of reference are:
- reviewing the findings of the audit work undertaken by the Group’s auditors;
- reviewing the effectiveness of the financial reporting and internal control procedures;
- reviewing the relationship with external auditors; and
- determining the level of the auditors’ fees;
The purpose of the Nomination Committee is to establish a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. Its key terms of reference are to:
- regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;
- prepare a description of the role and capabilities required for particular appointments, having evaluated the balance of skills, knowledge and experience of the Board; and
- satisfy itself with regard to succession planning.
The Committee’s principal function is to determine the remuneration packages of the Company’s senior executives and executive Directors, and make recommendations to the Board concerning the allocation of bonuses and long-term incentive rewards to the two executive Directors and to senior executives in the Group. In addition, it considers the objectives set for each senior executive and how he or she has performed against those targets. Its key terms of reference are to:
- determine and agree with the Board a general policy for the remuneration of the executive Directors and senior executives;
- determine the total individual remuneration package of each executive Director;
- determine the policy for, and scope of, pension arrangements for executive Directors; and
- determine and approve the long-term performance-incentive arrangements for executive Directors and senior executives of the Group.