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 principles of the Combined Code. The Corporate Governance procedures that have been in effect during the year are described below.
Earthport PLC is subject to the UK City Code on takeovers and mergers legislation.
The Board of Directors at 30 June 2013 comprised three executive Directors and four non-executive Directors. The Board meets regularly throughout the year.
The Audit Committee comprises Phil Hickman (Chairman) and Vinode Ramgopal. 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 auditor.
The Committee is also responsible for reviewing the independence of the Auditors and for agreeing their remuneration. The terms of any related party transactions are required to be approved by the Committee.
The Remuneration Committee comprises Vinode Ramgopal (Chairman), Phil Hickman and Terry Williams. 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 discussion involving their own remuneration.
The Nominations Committee comprises Hank Uberoi (Chairman), Phil Hickman and Terry Williams. It meets as necessary to select suitable candidates for the appointment of Directors and other senior appointments.
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 are compared to this plan and reported to the board on a monthly basis.
The safety and security of clients’ funds is of paramount importance to the Company. All client funds are held in segregated bank accounts.
The country of incorporation is England & Wales and Earthport plc’s registered office is: 140 Aldersgate Street, London EC1A 4HY (Registered Company Number 03428888), which is also its main country of operation. Earthport Plc registered VAT Number is 701685447.
Shares in Earthport plc are not traded on any exchanges or trading platforms other than the AIM market.
There are no restrictions on the transfer of AIM securities.
140 Aldersgate Street, London EC1A 4HY
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