Although not required to do so, the Company seeks, within the practical confines of being a small company, to act in compliance with the principles of good governance and the code of best practice as contained in the UK Corporate Governance Code.
The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of matters that are reserved as the responsibility of the Board. The Chief Executive Officer leads the development of business strategies within the Group’s operations. Following the resignation of the Non-executive Chairman, the Board currently consists of two Executive Directors and one Non-executive Director. It is the Board’s intention to appoint an additional Non-executive Director. The Board considers that there will be an appropriate balance between the Executives and Non-executives and that no individual or small group dominates the Board’s decision making. The Board’s members have a wide range of expertise and experience and it is felt that concerns may be addressed to the Non-executive Director(s).
The Board has delegated certain authorities to committees, each with formal terms of reference. The whole Board acts as a Nomination Committee.
The Non-executive Director(s) are the members of the Audit Committee. The Committee meets twice a year to consider the scope of the annual audit and the interim financial statements and to assess the effectiveness of the Group’s system of internal controls. It reviews the results of the external audit, its cost effectiveness and the objectives of the auditor. Given the size of the Group, the Audit Committee considers an internal audit function is not currently justified. The Audit Committee is chaired by Iain Gray CBE.
The Non-executive Director(s) are the members of the Remuneration Committee. It meets at least once a year to determine Company policy on senior Executive remuneration, to make detailed recommendations to the Board regarding the remuneration packages of the Executive Directors and to consider awards under the Group’s option schemes. The Chief Executive Officer is consulted on remuneration packages and policy but does not attend discussions regarding his own package. The remuneration and terms and conditions of the appointment of Non-executive Directors are determined by the Board. The Remuneration Committee is currently chaired by Iain Gray CBE.
The Board has considered mechanisms by which the business and the financial risks facing the Group are managed and reported to the Board. The principal business and financial risks have been identified and control procedures implemented. The Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk and to provide reasonable but not absolute assurance with regard to the safeguarding of the Group’s assets against misstatement or loss.