The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders.
As public company limited by shares, the Company has chosen to adopt the QCA Code which contains a minimum standard of best practice corporate governance for listed companies and for reporting corporate governance matters.
Given the size of both the company and the board, all Directors form a part of the Audit, Nomination and Renumeration Committees.
The purpose of the Audit Committee is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company's auditors. The key terms are as follows:
• to monitor the integrity of the financial statements of the Company, and any formal announcement relating to the Company's performance;
• to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
• to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;
• to keep under review the effectiveness of the Company's financial reporting and internal control policies and systems; and
• to review the need for an internal audit function.
The purpose of the Nomination Committee is to establish a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. The key terms are as follows:
• to regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;
• to prepare a description of the role and capabilities required for particular appointments, having evaluated the balance of skills, knowledge and experience of the Board; and
• to satisfy itself with regard to succession planning.
The purpose of the Remuneration Committee is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of Directors. The key terms are as follows:
• to determine and agree with the Board the framework or broad policy for the remuneration of both Executive and Non-Executive Directors;
• to determine the total individual remuneration package of each Director including, where appropriate, bonuses, incentive payments and share options;
• to determine targets for any performance related pay schemes; and
• to determine the policy for and scope of pension arrangements for full-time Executive Directors.