Statement of Corporate Governance
The Group is committed to business integrity, high ethical values and professionalism in all its activities. As an essential part of this commitment the Group supports the highest standards in corporate governance. The Board is accountable to the company’s shareholders for good governance and this statement and the Directors’ remuneration report describe how the principles of good governance set out in the UK Corporate Governance Code, published by the Financial Reporting Council are applied within the company. We do not comply with the UK Corporate Governance Code. However, we have reported on our Corporate Governance arrangements by drawing upon best practice available, including those aspects of the UK Corporate Governance Code we consider to be relevant to the company and best practice.
Company Directors and Committees
The Audit Committee
Simon Charles is Chairman of the Audit Committee. The Committee meets at least twice a year. The Committee reviews the Group'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. Where appropriate, the Committee also monitors the progress of action taken in relation to such matters. The Committee also recommends the appointment of, and reviews the fees of, the external auditors.
The Remuneration Committee
Simon Charles is Chairman of the Remuneration Committee. The Committee meets at least twice a year. 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 Group. The Remuneration Committee also determines allocations of any warrants or options granted under any share option scheme adopted by the Company in the future, and is responsible for setting any performance criteria relevant to such warrants or options.