The Directors recognise the value of the principles of good governance, as set out in the Combined Code and the guidelines published by the Quoted Companies Alliance and aim to comply with such corporate governance practice so far as is practicable and appropriate for a public company of the size and nature of the Company quoted on AIM.
The Board has presented its report on Corporate Governance for the year ended 31 March 2007 in the Report and Accounts 2007.
The Board
The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.
The Group is currently led and controlled by a Board consisting of three Executive Directors and three Non-executive Directors. The Board considers that the Non-executive Directors are independent and bring strong judgement, knowledge and experience to the Board’s deliberations. Click here to see the biographies of the Board of Directors .
The Board consists of Dr Paul Sharpe, Chief Executive, two executive directors, Robert Aubrey, Chief Financial Officer, and Dr Peter Blower, Chief Technical Officer and three Non-executive directors, John Russell, Non Executive Chairman, Jerry Karabelas and Robert Stubbs.
Decisions concerning the direction and control of the business are made by a majority of the Board, and a formal schedule of matters specifically reserved for the decision of the board is in place. An agreed procedure exists for Directors in the furtherance of their duties to take independent professional advice. Newly appointed Directors are made aware of their responsibilities through the Company Secretary.
Board committees
The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms. The current composition of Board Committees is as follows:
Remuneration Committee
The Remuneration Committee consists of Robert Stubbs as chairman and John Russell. The Remuneration Committee is responsible for determining and agreeing with the Board the broad policy for remuneration of the executive directors, with the objective of providing appropriate incentives for enhanced performance and individual contributions in a fair and reasonable manner. The Remuneration Committee is also responsible for setting the remuneration of executive Directors, for establishing and monitoring the level and structure of senior management’s remuneration and for the operation of the Company’s share option schemes.
Audit Committee
The Audit Committee of the Board consists of Robert Stubbs as chairman and John Russell. It is responsible for ensuring that the financial performance of the Group is properly measured and reported on, and it achieves this through regular reviews of financial reports, contact with external auditors and questioning of key financial staff. It reviews external auditors’ reports relating to financial reporting and control matters. It is also responsible for ensuring the ongoing objectivity and independence of external auditors and achieves this by reviewing and approving audit scope and fees as well as the level of non-audit work carried out by the Group’s auditors. The Audit Committee has reviewed whether it would be appropriate to introduce a separate internal audit function and has concluded that this is not necessary given the structure and size of the Group.
The Audit Committee monitors the integrity of the financial statements of the Group, including the review of accounting policies, practices, and standards and the clarity of disclosure in such financial statements. The Audit Committee also reviews the effectiveness of the Group’s internal controls and risk management and monitors the appointment of and relations with the external auditors of the Company.
Board appointments
The appointment of Directors is overseen by the full Board. There is no formal nominations committee, the appointment of new directors being considered by the full Board.
