The Board supports the ideals of the UK Corporate Governance Code (the “Code”), issued by the Financial Reporting Council in June 2010. The principles set out in the Code cover four areas: the Board, Directors’ remuneration, accountability and audit, and relations with shareholders. In detail The Board complies with and exceeds the requirements of the corporate governance guidelines (Guidelines) for smaller quoted companies issued by the Quoted Companies Alliance.
All Directors had access throughout the year to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures and applicable regulations under the Company’s Articles of Association or otherwise are complied with. Each Director is entitled, if necessary, to seek independent professional advice at the Company’s expense.
The Board is responsible for presenting a balanced and understandable assessment of the Company’s position and prospects, extending to interim financial reports and other announcements. All major announcements are approved by the Chairman, the Executive Directors and the NOMAD.
The Board have overall responsibility for ensuring that the Group maintains a system of internal control to provide them with reasonable assurance that the assets of the Group and the shareholders’ investments are safeguarded. The system includes internal controls covering financial, operational and compliance areas, and risk management. There are limitations in any system of internal control, which can provide reasonable but not absolute assurance with respect to the preparation of financial information, the safeguarding of assets and the possibility of material misstatement or loss. The Board maintains a register of risks which is formally reviewed annually. The Board considers that an internal audit function would not be appropriate at this stage of the Group’s development but keeps the matter under review. The Board considers Risk Management and Internal Controls to be effective.
The Directors place importance on maintaining good communications with both institutional and private investors. The Group reports formally to shareholders twice a year and more regular communication is provided through Press Releases, the website and through direct contact. The Chief Executive supported by the Group’s brokers, presents to shareholders regularly.
The Board has established an Audit Committee, Remuneration Committee, a Nomination Committee and a Tender Board, with formally delegated duties and responsibilities.