The Directors acknowledge the importance of the principles set out in the Corporate Governance Code.
The Directors intend to apply the Corporate Governance Code, as far as they consider appropriate for a company of its size and nature.
The Board currently comprises the Chairman, Michael Ellis, who is a non-executive director, three executive directors; Jon Fenton, Thomas Lindup and Paul Pearson and two further non-executive directors, Adrian Barden and Robin Williams.
The Board is supported in its role by three key committees which have written terms of reference and consist entirely of the three Non-Executive Directors.
The Audit Committee will be chaired by Robin Williams, and will have the primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and reviewing reports from the Group's auditors relating to the Group's accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee will meet at least twice a year. Adrian Barden is the other member of the Audit Committee.
The Nomination Committee will be chaired by Adrian Barden, and will identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee will meet as required. Robin Williams is the other member of the Nomination Committee.
The Remuneration Committee will be chaired by Adrian Barden, and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee will meet at least once a year. Robin Williams is the other member of the Remuneration Committee.
The Board has overall responsibility for the system of internal control, including risk management.
The Executive Directors are responsible for the Group’s internal controls and have established a framework intended to provide reasonable, but not absolute, assurance against material financial misstatement or loss.
The Group maintains a register which documents the risks facing the business and the actions taken to manage them. The register is assessed on an ongoing basis but at least annually. The Executive Directors have a direct responsibility for a number of key risk areas. They evaluate the likelihood and potential impact of risks and ensure appropriate action is taken to mitigate them.