The Company has developed its internal procedures to be in line with the recommendations of the Corporate Governance Guidelines for Smaller Quoted Companies published by the Quoted Companies Alliance Guidelines (â€śQCA Guidelinesâ€?) where appropriate and these are monitored on a regular basis. The Directors will continue to comply with the relevant requirements of the QCA Guidelines to the extent that they consider appropriate given the Companyâ€™s size and stage of development.
The Board is responsible for formulating, reviewing and approving the Company's strategy, budgets and corporate actions. Following Admission, the Company intends to hold a minimum of 6 Board meetings every year.
The Company will upon Admission establish properly constituted audit, remuneration and nomination committees of the Board with formally delegated duties and responsibilities.
The audit committee will have primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The audit committee will meet at least twice every year and will have unrestricted access to the Company's auditors. Members of the audit committee will be Tim Maunder, (chairman) and Roger Parry.
The remuneration committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The remuneration committee will also make 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 remuneration committee will meet at least twice every year. Members of the remuneration committee will be Roger Parry and Peter Tomlinson.
The nomination committee will regularly review the required structure and size of the Board compared to its current position, make recommendations to the Board with regard to any changes and give full consideration to succession planning for directors and other senior executives in the course of its work. The committee will meet once every year and will be composed of Roger Parry (chairman) and Peter Tomlinson.
The Company has adopted a code for Directors' and applicable employees' share dealings which is appropriate for an AIM-listed company. The Directors will comply with Rule 21 of the AIM Rules relating to Directors' dealings and will take all reasonable steps to ensure compliance by the Group's applicable employees.