board committees
The Board is assisted by certain committees and a description of the specific responsibilities which have been delegated to them is set out below.
Executive Committee
In 2009, the Company established an Executive Committee comprising the four executive Directors and a number of other senior managers. The Executive Committee meets every other month and is responsible for the overall management of the Group and has oversight of its operations. The Committee formulates the Group's long-term objectives, commercial strategy and annual budgets for approval by the Board and tracks progress against the stated business and financial plans, taking corrective action where necessary. In addition, the Committee ensures the control, co-ordination and monitoring of the risk and internal controls within the Group. It identifies new business opportunities, examines trade investments and disinvestments and explores the development of strategic alliances.
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Audit Committee
The Company's Audit Committee comprises the non-executive Directors and meets not less than three times per year. It is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee, reviewing the conduct and control of the annual audit and reviewing the operation of the internal financial control environment and internal audit function. It also has responsibility for the reporting of the financial performance of the Group and for reviewing financial statements prior to publication.
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Remuneration Committee
The Company's Remuneration Committee comprises the non-executive Directors. It reviews the performance of the executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interest of shareholders. The Remuneration Committee also determines the allocation of share options to staff. It is a rule of the Remuneration Committee that a Director shall not participate in discussions or decisions concerning his/her own remuneration.
The Group has adopted the Model Code for Directors' dealing as set out in the Listing Rules of the UK Listing Authority and, as applicable to AIM companies, will take all reasonable steps to ensure compliance by Directors and relevant staff.
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Nomination Committee
The terms of reference for the Nomination Committee were reviewed and amended in 2010 to bring certain aspects into line with model terms of reference. As such the Nomination Committee now comprises solely the non-executive Directors. It meets at least twice a year and is responsible for reviewing the Board structure, size and composition, including succession planning. It makes recommendations to the Board with regard to proposed adjustments and identifies candidates for the approval of the Board to fill Board places as necessary.
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