Responsibilities of the members of the Board
— In accordance with the Combined Code the Company is headed by an effective Board which is collectively responsible for promoting the success of the Company. The Board sets the Company’s strategic aims, its values and standards, and ensure that its obligations to its shareholders and others are understood and met.
— All Directors are expected to bring an independent judgement to bear, and to take decisions objectively in the interests of the Company. If directors have concerns about the way the Company is being run or about any course of action that is proposed, they must ensure that such concerns are recorded in the board minutes if they cannot be resolved.
— Non-executive directors are expected to constructively challenge and contribute to the development of strategy, to scrutinise management performance, to satisfy themselves on the integrity of financial information and that financial controls and risk management systems are robust and defensible. It is expected that the non-executive directors will hold separate meetings without executive directors or chairman present. The scope of their responsibilities is enlarging, and non-executive directors will have to undertake that they have sufficient time to fulfil the role, and must disclose any other commitments or future new appointments.
The Board
The Board meets regularly throughout the year. To enable the Board to perform its duties, each of the Directors has full access to all relevant information and to the services of the Company Secretary. If necessary the Non-Executive Directors may take independent professional advice at the Company’s expense. The Board currently includes two Non-Executive Directors. The Board has delegated specific responsibilities to the committees described below.
The Audit Committee
The audit committee comprises David Hall (Chairman) and Alan Walker. The committee reviews the Company’s annual and interim financial statements before submission to the Board for approval. The committee also reviews regular reports from management and the external auditors on accounting and internal control matters. When appropriate, the committee monitors the progress of action taken in relation to such matters.
The Remuneration Committee
The remuneration committee is made up of David Hall (Chairman) and Alan Walker. It is responsible for reviewing the performance of the Executive Directors and for setting the scale and structure of their remuneration, paying due regard to the interests of shareholders as a whole and the performance of the Company.
Control Procedures
The Board has approved financial budgets and cash forecasts. In addition, it has implemented procedures to ensure compliance with accounting standards and effective reporting.
Provision of information to auditors
As far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware. Each director has taken appropriate steps to ensure that they are aware of such relevant information, and that the Company’s auditors are aware of that information.
Annual General Meeting
The last Annual General Meeting of the Company was held on 29 March 2011.
NOMAD
AIM company’s responsibilities
Supporting Nomad (company’s nominated advisor) obligations are compliance requirements for AIM companies and their directors. In particular, an AIM company is now expressly required to have in place sufficient procedures, resources and controls to enable it to comply with the AIM rules.
For example:
— Having in place procedures to identify and report price sensitive information.
— Having a share dealing code in place that specifies when dealings may not take place and ensuring that directors and relevant employees understand their obligations under it.
— Ensuring directors are aware of their obligations to disclose share dealings to the company and other matters concerning their personal position (for example, details of involvement in insolvent companies)
— Ensuring that directors and other key staff are aware of the company’s other continuing obligations under the AIM rules.
The principle that an AIM company should maintain regular contact with its Nomad and keep it informed of matters affecting the company is also codified — the company is required to provide its Nomad with any information it reasonably requests or requires on an ongoing basis in order for the Nomad to carry out its responsibilities under the Nomad rules. This includes advising its Nomad of any proposed changes to the board and providing draft announcements to its Nomad in advance of them being made.
