Board Committees
The following committees deal with the Group's affairs and provide experienced and objective advice to the Board.
Audit Committee
The Audit Committee currently comprises Chris Ells and Mark Parker. It is chaired by Chris Ells. If issues arise which are deemed outside the areas of expertise of the committee, independent expert advice will be sought.
Its main responsibilities are as follows:
- To ensure the operation of good financial practices throughout the Company and the integrity of financial information;
- To ensure that appropriate controls are in place to protect the Company's assets;
- To conduct meetings with the Company's auditors as required, and to receive their Audit plan as well as Findings reports on Annual audits
- To review the Company's risk management policies;
- To review the interim and annual financial statements; and
- To review all aspects of the audit programme and the provision of non-audit services by the auditors, and to approve their fee proposals.
The committee meets at least twice a year. A representative of the external auditors is normally invited to the committee meetings. The external auditors have direct access to the members of the committee.
Remuneration Committee
The Remuneration Committee currently comprises of Chris Ells and Mark Parker. It is chaired by Chris Ells. The committee usually meets twice per year.
Responsibilities:
- To make recommendations to the Board regarding the financial packages of the Non-Executive Directors, including benefits, bonuses, options and share based incentives;
- To make recommendations to the Board in respect of the terms of the Non-Executive Directors' service contracts and any proposed changes to those contracts; and
- To oversee the operation of the Company's share option scheme.
The remuneration packages for Non-Executive Directors are established by reference to those prevailing in the market place for directors of similar status, skills and qualifications and should be competitive to attract, retain and motivate directors of the quality required to run the business successfully, bearing in mind the company’s finances.
The Company has adopted a share dealing code that any director wishing to deal with the company’s shares is required to consult with the chairman or designated director, prior to dealing. This is in accordance with the AIM Rules, and the Chairman will take proper steps to ensure compliance by the Non-Executive Directors.
Nomination Committee
There is no Nomination committee, but in future the full board will consider any new prospective appointments on the basis of their relevant qualifications and experience.