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Corporate Governance

Board and Advisors

Corporate Governance and Directors

The Board has given consideration to the code provisions set out in the UK Corporate Governance Code issued by the Financial Reporting Council. Although AIM companies are not required to give Corporate Governance disclosure, the Directors have chosen to provide certain information which they believe will be helpful having regard to the scale and nature of the Group’s activities.

Internal Control

The Board of Directors recognises that it is responsible for the Group’s systems of internal control and for reviewing their effectiveness. Such systems, which include financial, operational and compliance controls and risk management, have been designed to provide reasonable, but not absolute, assurance against material misstatement or loss. They include:

  • the ongoing identification, evaluation and management of the significant risks faced by the Group;
  • regular consideration by the Board of actual financial results;
  • compliance with operating procedures and policies;
  • annual review of the Group’s insurance cover;
  • defined procedures for the appraisal and authorisation of capital expenditure and capital disposals;
  • regular consideration of the Group’s liquidity position.

When reviewing the effectiveness of internal control, the Board has regard to any problems or new areas of risk.

Remuneration Committee

The principal function of the Remuneration Committee is to determine the policy on key executives’ remuneration in order to attract, retain and motivate high calibre individuals with a competitive remuneration package. The Committee consists of Luciano Martucci (Chairman), Martin Perrin and Petter Neby. Remuneration for executives comprises basic salary, a performance-related bonus, share based payments and other benefits in kind. Details of Directors’ remuneration and share based payments granted are given in the note 5.

Audit Committee

The Audit Committee, comprising Luciano Martucci (Chairman), Martin Perrin and Petter Neby, meets as necessary. It reviews the Company’s external audit arrangements, including the cost-effectiveness of the audit and the independence and objectivity of the auditors. It also reviews the interim and full year financial statements prior to their submission to the Board, the application of the Group’s accounting policies, any changes to financial reporting requirements and such other related matters as the Board may direct. The external auditors and executive Directors are invited to attend the meetings.

City Code on Takeovers and Mergers

The Company is subject to the City Code on Takeovers and Mergers.

Board of Directors