The Board is committed to maintaining high standards of corporate governance and complies with the provisions of the Quoted Companies Alliance Corporate Governance Code for small and mid-size quoted companies (“QCA code”).
The Board meets regularly to consider all aspects of the Company’s activities. A formal schedule of matters reserved for the Board exists which includes review of overall strategy, budgets, corporate actions and approval of major capital expenditure items.
The Board has established a nominations committee, an audit committee and a remuneration committee with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
Board and committee independence
The Board consists of the Chief Executive Officer, the Chief Financial Officer, and four non-executive directors – Michael Bolingbroke (Chairman), Nick Basing, Christopher Mills & Jackie Ronson. A search has commenced for a fifth non-executive director who will become the Senior Independent Director and Chairman of the Audit Committee.
Christopher Mills and Nick Basing are not considered to be independent within the definition of that term contained in the QCA Code as Christopher Mills is CEO and a limited partner of Harwood Capital LLP, who represent two major shareholders, North Atlantic Smaller Companies Investment Trust and Oryx International Growth Fund, and Nick Basing is an advisor to Harwood Capital LLP.
All Directors have access to the advice and services of the Company Secretary.
The Nomination Committee is chaired by Nick Basing and also comprises Michael Bolingbroke, Christopher Mills and Jackie Ronson. It is responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise.
The Audit Committee is chaired by Michael Bolingbroke and also comprises Nick Basing, Jackie Ronson and Christopher Mills. It is responsible for the assessment and review of risk, the internal control environment of the group, ensuring that the financial performance of the Company is properly reported on and monitored and for reviewing the auditor’s reports relating to their audit of the financial statements. The Committee also reviews the performance of the auditors including their independence.
The Remuneration Committee is chaired by Jackie Ronson and also comprises Nick Basing, Michael Bolingbroke and Christopher Mills. It is responsible for determining and agreeing with the Board the framework for the remuneration of the Chief Executive Officer, Chief Financial Officer and other members of the Executive management it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Executive Director including, where appropriate, bonuses, incentive payments and share options. The Remuneration Committee liaises with the Nomination Committee to ensure that the remuneration of newly appointed Executives is within the Company’s overall policy. The Board (excluding non-executive directors) determines the remuneration of the non-executive directors.
Relations with shareholders
Communications with shareholders are given a high priority by the Board of Directors who take responsibility for ensuring that a satisfactory dialogue takes place. The Chairman and Executive Directors meet with the Company’s institutional shareholders following the announcement of interim and final results and at other appropriate times. The directors are also in regular contact with stockbrokers’ analysts. The corporate website is regularly updated and contains investor information to improve communications with individual investors and other interested parties.
Bribery and Anti-Corruption Policy
The Company has a robust anti-bribery and anti-corruption policy which applies to the Board, all employees of the Company and persons associated with the Company; requiring them to observe and uphold a zero tolerance position on bribery and corruption, as well as providing guidance on how to recognise and deal with bribery and corruption issues and their potential consequences, while preserving acceptable boundaries of corporate hospitality and entertainment. The Company expects all employees and persons associated with the Company to conduct their day-to-day business activities in a fair, honest and ethical manner, be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it.
Share Dealing Policy
The Company has adopted a share dealing policy regulating trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on AIM.
The Board regularly evaluates and reports on business risks which may be corporate, trading, legal, or concern health and safety / environmental.
As Chairman, I have a particular responsibility for corporate governance and recognise the importance of creating and promoting long term value for shareholders, whilst having regard to wider issues of accountability to our stakeholders. I am confident that our Board share these values and their performance is assessed by reference to these and other relevant objectives all with a view to supporting good and effective decision making. In adopting the QCA Code we support its principles. I and the Board are committed to effective and open communication with shareholders.