The Board proposes to follow, as far as practicable, the recommendations on corporate governance of the Quoted Companies Alliance for Companies with shares traded on AIM and it is intended that the Board’s performance will be reviewed regularly. The Board currently meets at least six times a year and the Directors expect that to continue following Admission. The Board is responsible, among other things, for selection of the CEO, long-term strategy, budget, performance, establishing and maintain the framework of internal controls and senior executive remuneration.
The Board has established an audit committee, remuneration committee and nominations committee, with formally delegated duties and responsibilities and 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 Audit Committee assists the Board in discharging its responsibilities with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the Company’s annual financial statements, reviewing and monitoring the extent of the non audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Company’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board. Membership of the Audit Committee comprises Dr Robert Miller and Bill Payne (as chairman), who is considered by the Directors to have recent and relevant financial experience. The Audit Committee will meet formally not less than three times every year and otherwise as required.
The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the Chief Executive Officer, all other executive directors, the company secretary and such other members of the executive management of the Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. No Director may be involved in any decision as to their own remuneration. The membership of the Remuneration Committee comprises Dr Robert Miller (as chairman) and Bill Payne. The Remuneration Committee will meet not less than three times a year and at such other times as the chairman of the committee shall require.
The Nominations Committee is responsible for leading the process for board appointments and making recommendations to the Board to implement a formal and transparent procedure for the appointment of new directors to the Board. The Nominations Committee comprises Dr Clifford Gross (as chairman), Bill Payne, Malcolm Groat and Dr Robert Miller. The Nominations Committee will meet not less than twice a year and at such other times as the chairman of the committee shall require.
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