Corporate Governance
Compliance with the Combined Code
Under the rules of the AIM Market the company is not required to comply with the Combined Code. The Board of Directors are committed to high standards of corporate governance and have regard to the principals of the Combined Code. The Corporate Governance procedures that are in effect are described below.
Board of Directors
The Board of Directors comprises two executive directors and two non-executive directors. The Board meets regularly throughout the year. Committees of the board are chaired by a non-executive director and comprise all board members.
Audit Committee
The Audit Committee is chaired by Colin Medway. The purpose of the Committee is to ensure the preservation of good financial practices throughout the group; to monitor that controls are enforced to ensure the integrity of financial information; to review the interim and annual financial statements; and to provide a line of communication between the board and external auditors. The terms of any related party transactions are required to be approved by the Committee.
Remuneration Committee
The Remuneration Committee is chaired by Colin Medway. It is responsible for the executive directors' remuneration, other benefits and terms of employment, including performance related benefits and share options. Board members absent themselves from discussions involving their own remuneration.
Nominations Committee
The Nominations Committee is chaired by Jonathon Hill. It meets as necessary to select suitable candidates for the appointment of directors and other senior appointments.
Internal Control
The board is ultimately responsible for the Group's system of internal control and for reviewing its effectiveness. A comprehensive business plan and budget is in place and actual results will be compared to this plan and reported to the board on a monthly basis.
Client Funds
The safety and security of clients' funds is of paramount importance to the Company. All client funds are held in segregated bank accounts.
Model code for dealings
The Company has adopted a model code for dealings in shares by directors and senior employees which is appropriate for an AIM company. The directors will comply with Rule 21 of the AIM Rules relating to directors' dealings and will take all reasonable steps to ensure compliance.