The Board recognises the importance of sound corporate governance and intends so far as is practicable to ensure that, the Company adopts policies and procedures which reflect such of the principles of the UK Corporate Governance Code (issued by the Financial Reporting Council) as are appropriate to the Company.
The Company has established an Audit Committee and a Remuneration Committee each with formally delegated duties and responsibilities. The Audit Committee consists of Richard Day, David Turnbull and Bryan Smart. The Remuneration Committee consists of Randeep Grewal, Bryan Smart and Sean Mulhearn.
The Audit Committee will determine the terms of engagement of the Company's auditors and will determine, is consultation with the auditors, the scope of the audit. The Audit Committee will receive and review reports from management and the Company's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will have unrestricted access to and oversee the relationship with the Group's auditors.
The Remuneration Committee will review the scale and structure of the executive Directors' and senior employees' remuneration and terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive directors will be set by the entire Board. No Director or manager of the Company may participate in any meeting at which discussion or any decision regarding his or her own remuneration takes place. The Remuneration Committee will also administer any share option schemes or other employee incentive schemes adopted by the Company from time to time.
The Board intends to comply with the AIM Rules relating to directors' dealings and will also take all reasonable steps to ensure compliance by the Company's applicable employees and has adopted a share dealing code for this purpose.