Corporate Governance

The Board recognises the importance of maintaining the highest standards of corporate governance and that it is accountable to its shareholders in this regard.

Under the rules of AIM and ESM, the Company is not subject to mandatory compliance with corporate governance codes. Nevertheless the Board recognises the importance of maintaining the highest standards of corporate governance and that it is accountable to its shareholders in this regard.

The Company has endeavoured to design appropriate corporate governance arrangements having regard to the Company's size and the markets on which its shares are traded. The Board continues to review the governance structures in place, to ensure that the current practices are appropriate for our current shareholder base and that, where necessary, changes are made.

The Board

The Board currently comprises the non executive Chairman, three executive and five non-executive directors. The Board considers all non-executive directors capable of exercising independent judgement

Enhanced and effective governance is achieved by the separation of the roles of Chairman and Chief Executive Officer. The Board is responsible for setting the strategic direction and for providing leadership and control of the Company and the Group.

Schedule of Matters Reserves for the Board

There are certain matters that are deemed sufficiently significant to be reserved for the Board.

  • Setting of Group strategy and long term objectives
  • Approval of annual and interim results and report, interim management statements and any non-routine stock exchange announcements
  • Approval of the annual budget
  • Approval of the dividend policy
  • Changes to the Company's capital structure
  • Policy on remuneration for Executive Directors and Senior Management Team
  • Approval of significant acquisitions
  • Approval of significant capital expenditure

Delegation of Matters

Certain matters are delegated to Board committees, the details of which are set out below.

The Chairman is responsible for the operational efficiency of the Board and for ensuring that all directors have full and timely access to the information necessary to enable them to discharge their duties. The Board has delegated responsibility for the day-to-day management of the Group, through the Chief Executive Officer, to executive management.

The directors have full access to the advice and services of the Company Secretary, who also acts as secretary to all of the Board committees, is responsible to the Board for ensuring that Board procedures are followed and ensuring compliance with applicable rules and regulations. The directors also have access to independent professional advice, at the Group’s expense, if and when required.

Introduction to the Group

All new Directors are comprehensively briefed on the Group and its operations upon joining the Board. They also receive extensive induction materials (via the Directors' electronic boardroom). Training requirements are considered as part of the ongoing Board evaluation process.

All directors are required to retire by rotation in accordance with the Company’s Articles of Association. At every Annual General Meeting of the Company, as nearly as possible one-third will retire by rotation. The directors to retire are those who have been longest in office. A retiring director shall be eligible for re-election.

Meetings of directors are held regularly, usually on a monthly basis. The Board has established an Audit Committee, a Nomination Committee, a Remuneration Committee and a Risk Committee. These Committees operate under clearly defined Terms of Reference and report to the Board at each Board meeting via the relevant Committees Chairman. Details of membership of these Board committees is given under Board of Directors biographies on this website.

Terms of Reference - Board Committees

Memorandum and Articles of Association