Annual Report
Governance
The Company is managed by the Board of Directors who has the overall responsibility for the corporate governance of the Company. The foremost duty and responsibility of the Board of Directors is to deliver sustainable growth in shareholders’ value, to safeguard the company’s interests and to ensure the company’s compliance with the UK Combined Code principles and guidelines as best practices, in such respect as appropriate for a company of its size and nature.
The Board of Directors, having recognised the need for high standards of behaviour and accountability, has established three Board Committees - an audit committee, a remuneration committee and a nominations committee- to which particular duties have been delegated.
The audit committee comprises of three Non-Executive Directors and meets at least three times every year. The audit committee is responsible for ensuring that the financial performance of the Group is properly monitored, controlled and reported on. It will meet the auditors privately and review reports from the auditors relating to accounts and internal controls systems. The audit committee will also recommend the appointment of, and will review the fees of the external auditors.
The remuneration committee consists of three Non-Executive Directors and meets at least twice every year. The remuneration committee has the responsibility of assessing the performance of the Executive Directors and setting the scale and structure of their remuneration on the basis of their service agreements with due regard to the interests of shareholders.
Furthermore, the remuneration committee will make recommendations to the full Board concerning the allocation of share options to employees. The remuneration committee will also administer any Company share option schemes and will be responsible for setting any performance criteria in relation to the exercise of options granted under these schemes. No Director will be permitted to participate in discussions or decisions concerning his own remuneration. The remuneration of members of the remuneration committee shall be determined in accordance with good practice.
The Board of Directors has delegated to the Nominations Committee the responsibility to assist the Board in identifying individuals qualified to become BoD members, to elect the chairman and propose director nominees for the next annual meeting of shareholders.
The Nominations Committee consists of three non-executive Directors, who are appointed and approved by the Board of the Company, and meets formally at least once per year.
Each committee has its own terms of reference approved by the Board and form part of the Company’s internal control manual. Each committee appoints its secretary as required.