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Corporate GovernanceThe Board is committed to maintaining high standards of corporate governance and to managing the company in an honest and ethical manner. The Directors intend that the Company will hold regular Board meetings throughout the year at which operating and financial reports are considered. The Board is responsible for formulating, reviewing and approving the Company's strategy, budgets, major items of capital expenditures and senior personnel appointments. The Directors recognise the importance of sound corporate governance commensurate with the size of the Company and the interests of Shareholders. As the Company grows, the Directors intend that it should develop policies and procedures which reflect the Principles of Good Governance and Code of Best Practice as published by the Committee on Corporate Governance (commonly known as the "Combined Code"). So far as is practicable, taking into account the size and nature of the Company, the Directors will take steps to comply with the Combined Code. The Directors intend that an audit committee ("Audit Committee") and remuneration committees ("Remuneration Committee"), comprised of non-executive directors, will be established. It is intended that the role of the Remuneration Committee will be to review the performance of the executive directors and other senior executives and to set the scale and structure of their remuneration, including the implementation of any bonus arrangements, with due regard to the interests of Shareholders. It is intended that the Remuneration Committee will also administer and establish performance targets for share incentive schemes and determine the allocation of share incentives to employees. In exercising the role, the terms of reference of the Remuneration Committee will require it to comply with the Combined Code. It is intended that the Audit Committee will be responsible for making recommendations to the Board on the appointment of the auditors on the financial accounts and internal control system used throughout the Company. It is intended that the Audit Committee will meet at least three times each year. The Company does not intend to establish a nomination committee. The Board has adopted a code for dealings in the Company securities by Directors and applicable employees which conforms to the requirement of the AIM Rules ("Share Dealing Code"). The Company will be responsible for taking all proper and reasonable steps to ensure compliance by the Directors and applicable employees with the Share Dealing Code and the AIM Rules. The Company has granted the Directors options. In the opinion of the Directors although the non executive Directors have been granted options these are not considered to be material to the Company or the non executive Directors so as to impair their independence. BACK |