The Group has three executive directors and three non – executive directors.
The Group has established an audit committee and a remuneration committee. The members of the audit committee and the remuneration committee are the non – executive directors.
The constitutions of these committees will comprise Barry Ariko, Joseph Coughlin and Gavin Burnell with Barry Ariko chairing the audit committee and Gavin Burnell chairing the remuneration committee.
Group Board Meetings
The Company holds monthly Group Board meetings at which the Company’s finance reports are considered.
The Group Board is responsible for formulating, reviewing and approving the Company’s general strategy, budgets and major items of capital expenditure. Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The appointment of the Company Secretary is a matter for the Board as a whole.
In light of the size of the Board, the Directors do not consider it necessary to establish a nominations committee, however this will be kept under regular review.
The Company has adopted a share dealing code for dealings in shares by directors and employees that is appropriate for an AIM company. The Directors comply with Rule 21 of the AIM Rules relating to directors’ dealings and will take all reasonable steps to ensure compliance by the Group’s applicable employees.
The Company Secretary is Mrs Lorraine Elizabeth Young.
- Audit Committee
It is Group policy that all audits be conducted by the same firm of external auditors appointed by shareholders on the recommendation of the Group Board after being advised by the Group Audit Committee.
The Group’s external auditors have a duty to satisfy themselves that the Group financial statements show a true and fair view of the Group’s results and state of affairs and that such financial statements comply with IFRS standards and generally accepted accounting standards of the country of Group’s company registration.
The Group’s auditors have a statutory right to ask the Group to “take all such steps as are reasonably open to it” to obtain information relating to the financial statements. All information requested by the Group’s auditors must be provided as rapidly as possible.
The Audit Committee, when in operation, meets twice a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems.
- Remuneration Committee
Similarly, the Remuneration Committee, makes recommendations to the Directors on matters relating to the remuneration and terms of employment of the Directors of the Company and on proposals for the granting of share options pursuant to any share option scheme in operation from time to time.