The Board established with effect from Admission audit, remuneration and nomination committees Following the appointment of two additional independent non-executive directors on the 1st December 2007, the Board reviewed the composition of the committees and with effect from the 16th January 2008 :-
- Lord Bilimoria was appointed the senior independent director;
- Audit Committee - Until statutory accounts for the year ending 28th March 2008 are approved at AGM (July 2008) is to comprise Kevin Lyon (Chairman) and Andrew Cripps and from AGM is to comprise Andrew Cripps (Chairman) and Kevin Lyon.
- Nomination Committee comprises Richard Rose (Chairman), Lord Bilimoria and Andrew Cripps;
- Remuneration Committee comprises Lord Bilimoria (Chairman) and Andrew Cripps.
The committees have duties and responsibilities formally delegated to them by the Board.
The audit committee meets at least three times each year. The audit committee is primarily responsible for:
- ensuring that the financial performance of the group is properly monitored and reported on
- meeting with the auditors and reviewing reports from the auditors relating to the group's accounting and internal controls
- reviewing the effectiveness of the group's systems of internal control
- agreeing the terms of appointment and remuneration of the auditors
The remuneration committee meets at least twice a year. The remuneration committee is responsible for setting the remuneration and other terms of employment of the Company's executive officers and management and determining and reviewing any share incentive plans.
The nomination committee meets at least twice a year. The nomination committee is responsible for making recommendations on the appointment of additional directors and for reviewing the size, structure and composition of the Board and the membership of Board committees.
The Directors have adopted a share dealing code for the Directors and the group's employees who have access to price sensitive information, which is appropriate for a company whose shares are admitted to trading on AIM (in order to, amongst other things, ensure compliance with Rule 21 of the AIM Rules). The Directors intend to take all reasonable steps to ensure compliance with the share dealing code by the Directors and relevant employees.