As the company is an AIM quoted company, it is not required to comply with the Combined Code. However, the directors place a great deal of importance on ensuring that high standards of corporate governance are maintained. The directors intend to comply with the Combined Code to the extent they believe it appropriate.
Independent Non-Executive Directors
The Combined Code recommends that, in the case of smaller companies below the FTSE 350, at least two non-executive members of the board of directors (excluding the Chairman) of a public limited company should be independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgment.
The board comprises seven non-executive directors. The board has carefully considered the directors’ independence and has determined that the directors will discharge their duties in an independent manner. The directors consider that Martin Moore was independent upon appointment. However, as Chairman, Martin Moore is not considered to be independent for the purposes of the Combined Code thereafter. Leslie Ferrar, Jonathan Lane and Ian Marcus are deemed by the directors to be independent. Nick Leslau, Mike Brown and Sandy Gumm are not be considered to be independent because they are part of the management team. Accordingly the company complies with the provisions of the Combined Code applicable to smaller companies that at least two members of the board should be independent non-executive directors. The directors report to shareholders on compliance with the Combined Code in the annual report.
Senior Independent Director
The Combined Code also recommends that the board should appoint one of the independent non-executive directors as senior independent director. The senior independent director should be available to shareholders if they have concerns which contact through the normal channel of Chairman has failed to resolve or for which such contact is inappropriate. The directors have appointed Ian Marcus as senior independent director.
The board has established an Audit Committee, with formally delegated duties and responsibilities and with written terms of reference, which are summarised below. The board has also established a Nominations Committee, Chaired by Jonathan Lane and also comprising Nick Leslau and Mike Brown, and a Remuneration Committee chaired by Ian Marcus and also comprising Leslie Ferrar and Martin Moore. From time to time, separate committees may be set up by the board to consider specific issues when the need arises.
The Audit Committee assists the board in discharging its responsibilities with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the company’s annual financial statements, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the company’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.
The Combined Code recommends that, in the case of smaller companies below the FTSE 350, the Audit Committee should comprise at least two members who should both be independent non-executive directors and that at least one member should have recent and relevant financial experience.
The membership of the company’s Audit Committee comprises Leslie Ferrar, Jonathan Lane and Ian Marcus. The committee is chaired by Leslie Ferrar, who is considered by the directors to have recent and relevant financial experience. The company therefore considers that it complies with the Combined Code recommendations regarding the composition of the Audit Committee having regard to a company of its size.
The Audit Committee meets formally at least twice every year and otherwise as required and meets with the company’s external auditors at least once each year.