The Company has applied the principles of good governance set out in Section 1 of the Combined Code published by the Financial Reporting Council in July 2003, as practical for a Group of this size.
The Board is responsible for approving policy and strategy. It meets monthly to discuss a schedule of matters reserved to it for decision. The Company’s management team supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary.
The Board members are Non-Executive Chairman Andrew Thirkill, Executive Director Derek Oliver, who holds a key operational position within the Company, and Non-Executive Director David Hood, who brings relevant sector experience and knowledge to the Board.
The Audit Committee, chaired by Andrew Thirkill, consists of Andrew Thirkill and David Hood. The Executive Directors may be invited to attend its meetings. The committee meets once a year. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on, and for meeting with the Group’s auditors and reviewing their reports on the accounts and the Group’s internal controls.
The Remuneration Committee, chaired by David Hood, consists of David Hood and Andrew Thirkill. The committee is responsible for reviewing the performance of the Executive Directors, setting their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant.