Directors' responsibilites

The directors recognise the importance of, and are committed to, high standards of corporate governance.

Although compliance with the UK Corporate Governance Code is not compulsory for AIM companies, the directors apply the principles insofar as they consider them appropriate for a public company of the Company’s size whose securities are traded on AIM, taking into account the recommendations contained in the Quoted Companies Alliance (QCA) Guidelines.

The board

The board comprises six directors: three executive directors and three non-executive directors.

The Company holds regular board meetings at which financial and other reports are considered and, where appropriate, voted on. In addition to such regular meetings, additional meetings are arranged when necessary to review strategy, planning, operational procedures, financial performance, risk, capital expenditure and human resource management.

The board has established an audit committee, a remuneration committee and a nomination committee, each with formally delegated responsibilities.

Audit committee

The audit committee is chaired by Peter Opperman with Geoff Wicks as the other member. The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on.

It receives and reviews reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee meets at least twice a year and has unrestricted access to the Group’s auditors.

Remuneration committee

The remuneration committee is chaired by Geoff Wicks with Peter Opperman as its other member. The remuneration committee reviews the performance of the executive directors and makes recommendations to the board on matters relating to their remuneration and terms of employment.

The remuneration 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 remuneration and terms and conditions of appointment of the non-executive directors of the Company are set by the board. The remuneration committee meets at least once a year.

Nomination committee

The nomination committee is chaired by Peter Opperman with Geoff Wicks as its other member. The nomination committee is responsible for ensuring that the board has a formal and transparent appointment procedure and has primary responsibility for reviewing the balance and effectiveness of the board and identifying the skills needed on the board and those individuals who might best provide them. The nomination committee meets at least once a year.

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