Corporate Governance and Committees

Corporate Governance and Committees The Combined Code is intended to promote the principles of openness, integrity and accountability. The Company fully supports these principles and although not required to do so, the directors have decided to provide Corporate Governance disclosures.

The Board formally adopted the principles of good governance set out in the Code. However, in view of the size and nature of the Group, the directors have taken into consideration the recommendations of the Guidance for Smaller Quoted Companies on the Code produced by the Quoted Companies Alliance. The Company’s governance policies already in place matched closely the position set out in this Guidance.

The Board

There is a Board of directors, which is set up to control the Company and consists of five executive and three non-executive directors. The Board considers all of the non-executive directors to be independent of the Group. SG Thomas is Chairman of the Board and it has a formal schedule of matters reserved for its consideration and decision. This schedule includes approval of financial strategy, major investments, review of performance, monitoring risk; ensuring adequate capital resources are available and reporting to shareholders. The full Board meets every three months to discuss a whole range of significant matters including strategic decisions, major acquisitions and Group performance. A procedure to enable directors to take independent professional advice if required has been agreed by the Board and formally confirmed by all directors.

Edward Luker is the senior independent director.

Remuneration Committee

The Remuneration Committee consists of E Luker (Chairman of the Committee) and RJ Holmes. The Committee meets and considers, within existing terms of reference, the remuneration policy and makes recommendations to the Board for each executive director. The Committee’s remuneration policy aims to design a package that will align the interests of executive directors and those of shareholders. The executive directors’ remuneration consists of a package of basic salary, bonuses and share options, which are linked to corporate achievements and these levels are determined by the Remuneration Committee. The details of each director’s remuneration are set out in the Notes to the Financial Statements.

The Committee meets once a year and considers proposals from the Chairman and Chief Executive.

Audit Committee

The Company has an established Audit Committee, to whom the external auditors, RSM UK Group LLP, report. The Committee consists of C Peal (Chairman of the Committee) and E Luker. It is responsible for the relationship with the Group’s external auditors and the review of the Group’s financial reporting and the Group’s internal controls.

The Committee meets a minimum of twice a year, prior to the announcement of interim and annual results and, should it be necessary, would convene at other times.