The Audit Committee is chaired by Steve Halbert and its other members are Gillian Kent and Tim Aspinall. The Audit Committee is expected to meet formally at least twice a year and otherwise as required. It has responsibility for ensuring that the financial performance of the Group is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Group (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.
As a business, we recognise the importance of sound corporate governance and confirm that we comply with the UK Corporate Governance Code, as appropriate for a company of our size.
The Board follows, as far as practicable, the recommendations in the QCA Guidelines, which have become a widely recognised benchmark for corporate governance of small and mid-size quoted companies, particularly AIM companies. The Board meets at least four times a year to review, formulate and approve the Group’s strategy, budgets and corporate actions, and oversee the Group’s progress towards its goals.
The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
The Remuneration Committee is chaired by Gillian Kent with Steve Halbert and Tim Aspinall as the other members. The Remuneration Committee is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Group’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive Directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for: (i) determining the total individual remuneration package of the chairman, each executive Director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (ii) determining the total individual remuneration package of the Company secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Group’s policy and in consultation with the chairman of the Board and/or the chief executive officer. No director or manager may be involved in any discussions as to their own remuneration.
The Nomination Committee is chaired by Steve Halbert and its other members are Gillian Kent and Tim Aspinall. It is expected to meet not less than once a year and at such other times as required. It has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board, and giving full consideration to succession planning. It also has responsibility for recommending new appointments to the Board.