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CORPORATE Governance

Board Members

  • John Teeling - Chariman
  • David Horgan - Managing Director
  • Jim Finn - Finance Director

The Company holds regular Directors’ meetings at which operating and financial reports are considered. The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets, major items of capital expenditure and senior personnel appointments.

The Directors recognise the importance of sound corporate governance commensurate with the size of the Company and the interests of Shareholders. The Company has developed policies and procedures which reflect the Principles of Good Governance and Code of Best Practice as published by the Financial Reporting Council (commonly known as the “Corporate Governance Code”).

The Directors have established an Audit Committee with effect from Admission to receive and review reports from management and from the auditors relating to the interim and annual accounts and to the system of internal financial control. The Audit Committee is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee and reviews reports from management and the Company’s auditors on the financial accounts and internal control systems used throughout the Company.

Initially, the members of the Audit Committee shall be James Finn, an executive director of the Company, and Jack Teeling, a non executive director of the Company. James Finn and Jack Teeling are also Shareholders.
 
The Directors have also established a Remuneration Committee with effect from Admission to determine the terms and conditions of service of executive directors. The role of the Remuneration Committee is to review the performance of the executive directors and other senior executives and to set the scale and structure of their remuneration, including the implementation of any bonus arrangements, with due regard to the interests of Shareholders. The Remuneration Committee also administers performance targets for the Share Option Scheme and any other share incentive schemes adopted by the Company from time to time and determines the allocation of share incentives to employees. In exercising this role, the terms of reference of the Remuneration Committee require it to comply with the Code of Best Practice published in the Corporate Governance Code.
 
Initially, the members of the Remuneration Committee shall be James Finn, an executive director of the Company, and Jack Teeling, a non executive director of the Company. James Finn and Jack Teeling are also Shareholders.
 
Prior to admission to AIM in 2005, the Board adopted a code of Directors’ dealings in Ordinary Shares by Directors and applicable employees which conforms to the requirement of the AIM Rules (“Share Dealing Code”). The Board will be responsible for taking all proper and reasonable steps to ensure compliance by the Directors and applicable employees with the Share Dealing Code and the AIM Rules.

 

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Last updated: Thursday, 19 June 2014
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