|
|
Board Committees and Responsibilities
The Audit Committee
This comprises one non-executive Director, Brian Blasdale (Chairman) and Paul Foulger. The principal duties of the committee are to review the half-yearly and annual financial statements before their submission to the Board and to consider any matters raised by the auditors. The Committee also reviews the independence and objectivity of the auditors. The terms of reference of the Committee reflect current best practice, including authority to:
- Recommend the appointment, re-appointment and removal of the external auditor
- Ensure the objectivity and independence of the auditors including occasions when non-audit services are provided
- Ensure appropriate 'whistle-blowing' arrangements are in place
The non-executive directors may seek information from any employee of the Group and obtain external professional advice at the expense of the Company if considered necessary. Due to the relatively low number of personnel employed within the Group, the nature of the business and the current control and review systems in place, the Board has decided not to establish a separate internal audit department.
Remuneration committee
The company has established a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director is involved in deciding his own remuneration. The remuneration committee is made up of Brian Blasdale (Chairman) and Mr Adam Reynolds. The committee considers the employment and performance of individual Executive Directors and determines their terms of service and remuneration. It also has authority to grant options under the Company’s Executive Share Option Scheme. The Committee meets at least once a year.
The Board of Directors has considered the appointment of a separate Nomination Committee, as recommended by the 2003 code, however due to the size and nature of the Company, this function is carried out by the Remuneration Committee with the Executive Chairman. There is a division of responsibilities between the Executive Chairman, who is responsible for the overall strategy of the Group and the Chief Executive, who is responsible for implementing the strategy and day to day running of the Group. He is assisted by the Finance Director.
Nomination Committee
The nomination committee is chaired by Robin Courage and comprises Paul Foulger and Robin Courage. The nomination committee reviews the appointment of directors and the suitability of their appointment to the Board and aims to meet at least once a year.
Last updated on 4 May 2009
|
|
|
