The Board recognises the importance of sound corporate governance and seeks to comply with the Quoted Companies Alliance's Corporte Governane Code (the "QCA Code").
The Board of Directors comprises one executive director and two non-executive directors. The executive director, Trevor Brown, is not considered to be independent. The Board has determined that the non-executive directors, Paul Ryan and Nigel Burton, are independent.
The Board has established an audit committee and a remuneration committee, with formally delegated duties and responsibilities and each with written terms of reference.
The Audit and Compliance Committee comprises Paul Ryan and Dr Nigel Burton and is chaired by Nigel Burton. The Audit and Compliance Committee is expected to meet at least four times a year and otherwise as required. A non-executive director must be present at the meeting to form a quorate. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.
The Remuneration Committee icomprises Paul Ryan and Trevor Brown, and is chaired by Paul Ryan. It is expected to meet not less than twice a year and at such other times as required. A non-executive director must be present at the meeting to form a quorate. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for: (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the chairman, each executive and nonexecutive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.
The Company has adopted a share dealing code for the Board and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during close periods in accordance with Rule 21 of the AIM Rules) and the Company will take all reasonable steps to ensure compliance by the Board and any relevant “applicable employees” (as defined in the AIM Rules for Companies) with such code.
The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.