The policy of the Board is to manage the affairs of the Company in accordance with the principles underlying the UK Corporate Governance Code (the "Code"). The Board of Directors is accountable to shareholders for the good corporate performance of the Company.
Under the rules of AIM, the Company is not required to comply in full with the Code nor to state whether it derogates from it. The Board considers that full compliance with the Code is not appropriate at this stage and sets out below how the principles of the Code have been applied having regard to the size and nature of the Company.
The Board comprises a Chief Executive, one further Executive Director and two non-Executive Directors. Colin Hargrave is an independent non-Executive Director. It is considered that this gives the necessary mix of industry specific and broad business experience necessary for the effective governance of the Company.
There are certain matters specifically reserved to the Board for its decision. Board meetings are held on a regular basis and effectively no decision of any consequence is made other than by the Board. All Directors participate in the key areas of decision making, including the appointment of new Directors. The non-Executive Directors have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully considered.
To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. All Directors have access to the Company Secretary, Prism Cosec Limited. There is no agreed formal procedure for the Directors to take independent professional advice at the Company's expense. All Directors submit themselves for re-election at the annual general meeting at regular intervals.
The Directors comply with Rule 21 of the AIM Rules relating to Directors' dealing as applicable to AIM Companies, and the Company has adopted a dealing code for all Directors and employees in terms no less exacting than the Model Code for Directors' Dealings as set out in the Listing Rules of the UK Listing Authority.
The Audit Committee comprises Colin Hargrave, Non-executive Director (Chairman of the committee) and Michael Hindmarch, non-Executive Chairman. Meetings are also generally attended by the Company's executive Directors, and by the external auditors.
The Audit Committee meets at least twice a year and is responsible for reviewing the appointment and performance of the external auditors and their remuneration for both audit and non-audit work and nature and scope of the audit. The Audit Committee also reviews the interim and final financial report and accounts, the external auditors' management letter and management's responses, systems of risk management and internal controls and operating, financial and accounting practices.
The remuneration committee comprising Michael Hindmarch (Chairman of the committee) and Colin Hargrave, non-Executive Director, is responsible for making recommendations to the Board on the Company's framework of Executive remuneration and its cost. The committee determines the contract terms, remuneration and other benefits for each of the Executive Directors. The Board itself determines the remuneration of the non-Executive Directors. No Director plays a part in any discussion about his own remuneration