Corporate governance
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 ensures that its obligations to its shareholders and others are understood and met.
• All Directors are expected to bring an independent judgment 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 scrutinize 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 fulfill the role, and must disclose any other commitments or future new appointments.
• New Directors to the board receive a detailed induction pack on appointment, and are advised to regularly update and refresh their skills and knowledge. This includes skills and knowledge that they need to bring to their role, as well as matters relating to the Company itself.
Sub Committees
Remuneration Committee
The Company has in addition established a Remuneration Committee. The Committee is responsible for reviewing the performance of the executive Directors and for setting the scale and structure of their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant, paying due regard to the interests of shareholders as a whole and the performance of the Company.
Nomination Committee
The Company has in addition established a Nomination Committee. The Committee is responsible for considering board appointments, the continuance of the non-executive directors. The Committee shall also make recommendations to the board concerning the membership of the Audit and Remuneration Committees, any matters relating to the continuation in office of any director at any time, and such other matters as may be requested by the board of directors.
Articles of Association
The Company's Articles of Association and Memorandum of Association are attached below:
Memorandum and Articles of Association
Certificate of Incorporation
ADVISERS
|
Nominated
Advisor |
Libertas Capital
Corporate Finance Ltd
17c Curzon Street
London W1J 5HU
Tel: 020 7569 9631
Fax: 020 7493 8543
|
|
|
|
|
Broker |
Rivington Street Corporate Finance
3rd Floor
Henry Thomas House
5-11 Worship Street
London EC2A 2BH
United Kingdom
Tel: 020 7562 3373
|
|
|
|
|
|
Solicitors to
the Company |
Matthew Arnold & Baldwin
85 Fleet Street, London, EC4Y 1AE.
Tel: 020 7936 4600
Fax: 020 7842 3300
Email: info@mablaw.com |
|
|
|
|
Registrars |
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield HD8 0LA | |
