Strategic Thought

Investor Relations >

 Corporate Governance

The Company recognises the importance of good corporate governance. As such the Company is guided by the principles and provisions of the Combined Code and the recommendations of the Higgs Report are followed by the company, to the extent the Directors consider appropriate for a public company of its size and nature. Accordingly, the Company has established an audit committee and a remuneration and nominations committee.

Peter Morgan joined the Company as independent, non-executive Chairman in May 2004 and Simon Ricketts joined the Company as an independent non-executive director in May 2005. The company appointed Martin Metcalf as the third non-executive Director in February 2007. Martin took up the post of Chief Executive Officer in June 2007 and therefore the board will seek to appoint a third non-executive director at an appropriate time.

The audit committee comprises Peter Morgan and Simon Ricketts and is chaired by Peter Morgan. Executive directors will be involved as deemed appropriate. It is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for reviewing the auditors' reports relating to accounts and internal control systems. Peter Morgan presently chairs the audit committee in two quoted companies.

The remuneration and nominations committee comprises Peter Morgan and Simon Ricketts and is chaired by Mr Ricketts. Executive directors will be involved as deemed appropriate. It meets at least once a year and is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including the award of share options, and will consider any appointments to the Board which may be considered in future.

Any subsequently appointed non-executive Director to the Board shall join the audit and remuneration and nomination committees as deemed appropriate.