Investors
HomeThe Company is committed to the principles of corporate governance and although not required to do so by the AIM rules.
The directors have decided to provide corporate governance disclosures comparable with those of a listed company.
Directors
The Company currently has two executive and three non-executive directors. Each of the non-executive directors is considered by the board to be independent of management and free of any relationships which could materially interfere with the exercise of their independent judgment.
Communication
The Company places a great deal of importance on communication with its shareholders and ensures that shareholders are kept informed of significant company developments. All shareholders have the opportunity to put questions at the Company's annual general meeting and the Board makes a presentation at the meeting to highlight the key business developments during the financial year.
Audit and internal control
The Board of Directors has overall responsibility for the accounting policies and ensuring that the group maintains an adequate system of internal controls to provide them with reasonable, but not absolute assurance regarding the reliability of financial information used for the business and for publication, and that assets are safeguarded. The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the group. There is a regular review, at least once a year, to review the controls over business risk assessment and response, financial management, compliance with laws and regulations and the safeguarding of assets, including minimizing the risk of fraud. However such a system can only provide reasonable, but not absolute assurance against material misstatement or loss.
The key procedures that the directors have established to ensure that the internal controls are effective are as follows:
Audit Committee: The group has an Audit Committee comprising the three non-executive directors. It examines and reviews, on behalf of the board, internal controls; financial and accounting policies and practices; the form and content of financial reports and statements; and the work of the external auditors. The Audit Committee has unrestricted access to the external auditors. The Audit Committee, on behalf of the board, has reviewed the effectiveness of the system of internal financial control.
Management information: The Finance Director provides the board with monthly financial information.
Remuneration policy
The group has a Remuneration Committee comprising the three non-executive directors. It makes recommendations to the board on the group's policy for executive remuneration. It determines the individual remuneration packages on behalf of the board for the executive directors and makes recommendations to the board on the individual remuneration packages for the senior management of the group. The committee has access to professional advice, both inside and outside the company, in the furtherance of its duties.
The Remuneration Committee endeavors to offer competitive remuneration packages which are designed to attract, retain and motivate executive directors and senior executives of the highest caliber. Packages are reviewed each year to ensure that they are in line with the group's business objectives.
The main components of determining pay are:
a) Basic salary: Salary ranges are established by reference to those in selected group of comparable companies, for executives of similar stature, responsibility and skill.
b) Annual bonus payments: The director's bonus is divided into two elements. The first is payable for the achievement of specific objectives, while the second and larger part is payable according to the performance of the business.
c) Share options: The company believes that share ownership by executive directors and senior executives strengthens the link between their personal interests and those of the shareholders. It therefore has share option schemes under which options have been granted. The share options are granted to assist in recruitment of key staff.
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