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Corporate Governance
The
Directors recognise the importance of sound corporate governance
and intend to comply with the QCA's Corporate Governance Guidelines
for AIM Companies published in 2005. The Company established,
with effect from admission, audit, nominations and compensation
committees with formally delegated duties and responsibilities.
Laurie Mutch and Michael Ian Duckels will be members of each
committee. Ian Williams will be a member of the nominations
committee.
The
Board
The
Board meets regularly and is responsible for strategy, performance,
approval of major capital projects and the framework of internal
controls. The Board has a formal schedule of matters specifically
reserved to it for decision, including matters relating to
management structure and appointments, strategic and policy
considerations, transactions and finance. To enable the Board
to discharge its duties, all of the Directors receive timely
information. Briefing papers are distributed to all Directors
in advance of Board meetings. All Directors will have access
to the advice and services of the company secretary, who is
responsible for ensuring that the Board procedures are followed
and that applicable rules and regulations are complied with.
The Articles of Association of the Company provide that the
Directors will subject themselves to re-election at the first
opportunity after their appointment and one third of the Board
members will voluntarily resubmit themselves for re-election
at each annual general meeting of the Company.
Audit,
Compensation and Nominations Committees
The audit committee has primary responsibility for monitoring
the quality of internal controls
and ensuring that the financial performance of the Company
is properly measured and reported on. In addition, it receives
and reviews reports from the Company's management and auditors.
The audit committee meets not less than three times in each
financial year and has unrestricted access to the Company's
auditors.
The compensation committee, amongst other things, makes recommendations
to the Board on matters relating to the remuneration of the
Chief Executive and other executive Directors. The compensation
committee also makes recommendations to the board on proposals
for the granting of share options and other equity incentives
pursuant to any share option scheme or equity incentive scheme
in operation from time to time.
The nominations committee has responsibility for leading the
process of Board appointments and will make recommendations
to the Board.
Internal
Financial Control
The Board is responsible for establishing and maintaining
the Company’s system of internal financial control and
places importance on maintaining a strong control environment.
The key procedures which the Directors have established, with
a view to providing effective internal financial control,
include the following:
The
Company has a monthly management reporting process to enable
the Directors to monitor performance. Fully consolidated management
information is prepared on a regular basis, at least quarterly.
Each year the Board will review and adopt a comprehensive
annual budget for the Company. Monthly results will be examined
against the budget and deviations will be closely monitored
by the Board. The Board is responsible for identifying major
business risks faced by the Company and for determining the
appropriate course of action to manage those risks. The Directors
recognise, however, that such a system of internal financial
control can only provide reasonable, not absolute, assurance
against material misstatement or loss. The effectiveness of
the system of internal financial control operated by the Company
will therefore be subject to continuing review by the Directors.
The Board intends at all times to comply with Rule 21 of the
AIM Rules relating to Directors' dealings as applicable to
AIM companies and will also take all reasonable steps to ensure
compliance by the Company's applicable employees. The Company
has adopted a share dealing code for this purpose.
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