The Company, taking into account its size and the complexity of its operations, seeks to comply with the relevant requirements of the Combined Code.
The Board of Directors holds scheduled Board meetings approximately twelve times per year plus such other ad hoc meetings as are deemed necessary to deal with urgent business matters. All the necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. At Board meetings, there is a formal schedule of matters reserved for consideration by the Board and other matters are delegated to Board committees. The Board is responsible for leading and controlling the Company and in particular for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure, acquisitions and senior personnel appointments. The Company has established subcommittees of the Board, comprising an Audit Committee and a Remuneration Committee.
The Audit Committee meets at least three times each year. Its primary duties are: to review the Company’s financial statements; to review the effectiveness of the Company’s internal controls; to review the Company’s risk management processes and the risks to which the Company is exposed; to oversee the relationship with the external auditor; and to review the Company’s whistle-blowing processes. For the annual results the independent auditors are invited to discuss the conclusions arising from their audit and their assessment of the Company’s internal controls.
The Remuneration Committee meets at least twice a year and is responsible for considering and making recommendations to the Board in respect of remuneration for the Executive Directors. The committee also has oversight of the remuneration arrangements for the direct reports to the Executive Directors, the remuneration policy for which is set by the Executive Directors.
The Directors will comply with Rule 19 of the AIM Rules relating to dealings in the Company’s Ordinary Shares and the Company has adopted a code on dealing in securities to ensure compliance by its Directors and applicable employees.