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The Ordinary Shares of the Company were traded on AIM from March 2003. Companies on OFEX and AIM are not required to make an annual statement to shareholders regarding compliance with The Combined Code on Corporate Governance. However, the following statements are made in respect of corporate governance. The Company is managed by the Board of Directors. The function of the Chairman is to supervise the Board and to ensure that the Board has control of the business, and that of the Managing Director is to manage the Company on the Board's behalf.
To conform to accepted corporate governance standards, there are three Non-Executive Board members.
All Board members have access, at all times, to sufficient information about the business to enable them to fully discharge their duties. Also, procedures exist covering the circumstances under which the Directors may need to obtain independent professional advice at the Company's expense.
The Board has several established Committees to fulfill specific functions:
The Executive Committee, chaired by Mr. Humphries, consists of the Executive Directors and the Secretary. It has responsibility, insofar as a decision of the full Board is not required, for the day-to-day management of decisions of the Group.
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The Audit Committee, chaired by Mr. Prickett, monitors and reviews the Group's financial reporting and internal control procedures. Meetings are held as required. A separate internal audit function cannot be justified, at present, in view of the size and scope of the Group's activities. The external auditors, currently Grant Thornton, are invited to attend at least one meeting of the Audit Committee each year.
The Remuneration Committee, chaired by Mr. Prickett, consists of the Non-Executive Directors and the Managing Director. Meetings are convened to monitor, assess and report to the full Board on all aspects and policy relating to the remuneration of Directors. All Directors are required, in turn, to stand for re-election every three years.
The Board has overall responsibility for the Group's system of internal control. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement.
There is an appropriate level of involvement by the Directors in the Group's activities. This includes the comprehensive review of both management and technical reports, the monitoring of foreign exchange and interest rate fluctuations, environmental considerations, government and fiscal policy issues, employment and information technology requirements and cash control procedures.
Site visits are made as required both by certain Directors and senior management. In this way the key risk areas can be monitored effectively and specialist expertise applied in a timely and productive manner.
Sir John Craven, Mr Miguens and Mr Prickett have service arrangements which provide for three months’ notice of termination and those of Mr Humphries and Mr Tanoira provide for six months’ notice of termination. Mr Sale has a consultancy agreement with the company.
The Company maintains effective contact with principal shareholders and welcomes communications from private investors. Press releases together with other information about the Company are available to the shareholders on the Company's web site. Shareholders are encouraged to attend the Annual General Meeting, at which time there is an opportunity for discussion with members of the Board.
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