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The board of Group is committed to high standards of corporate governance.
Corporate Governance
On 23 April 2010 the Board comprised the non
executive Chairman, two further independent non executive Directors
and two executive Directors.
The Board structure ensures that no individual or Group
dominates the decision making process. The Board meets formally
eleven times a year plus on such other occasions as are necessary.
The Board receives appropriate and timely information, Board and
Committee papers normally being sent out several days before
meetings take place. All Directors have access to the advice and
services of the Company Secretary.
The Board delegates specific responsibilities to the Board
Committees detailed below. The Group’s Articles of
Association require that at the Annual General Meeting any Director
then in office who has been appointed by the Board since the
previous Annual General Meeting or has held office for three years
or more since he was appointed or last re-appointed by the Group in
general meeting, shall retire and be eligible for
re-appointment.
The Board has reviewed Management’s implementation of new
corporate Policies and Procedures for Treasury, Contract
Management, Purchase Orders, Expenses, Human Resources, Payroll,
and accounting. The Group holds Directors and Officers liability
insurance.
Committees Responsibilities
Audit Committee
The
Audit Committee, which intends to meet at least three times a year,
comprises R G Hall (chairman), M T J Molyneux and N Jenkins, all of
whom are non-executive directors and R G Hall and N Jenkins are
considered independent.
The committee’s terms of reference include monitoring the
integrity and clarity of the financial statements and any formal
announcements relating to the group’s financial performance
and reviewing any significant financial reporting issues and
judgements which they contain; reviewing the consistency of, and
any changes to, accounting policies, the application of appropriate
accounting standards and the methods used to account for
significant or unusual transactions; reviewing the effectiveness of
the Group’s internal controls and risk management systems;
making recommendations as to the appointment, terms of engagement
and remuneration of the external auditors; assessing the external
auditors’ independence, objectivity and effectiveness;
approving the annual external audit plan and reviewing with the
external auditors the nature, scope and results of their audit and
any issues raised by them.
Remuneration Committee
The Remuneration Committee meets as necessary,
comprises R G Hall (chairman), M T J Molyneux and N Jenkins, all of
whom are non-executive directors and R G Hall and N Jenkins are
considered independent.
The committee is responsible for the executive Directors'
remuneration and other benefits and terms of employment, including
performance related bonuses and share options (save as to any
options granted to M T J Molyneux, when he will not participate in
the Committee).
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