Investors

The Company supports the concept of an effective board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets on a regular basis and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professional advice at the Company’s expense.

The Board consists of three executive and two non-executive Directors, who bring a breadth of experience and knowledge. This provides a balance whereby the Board’s decision making cannot be dominated by an individual. The Chairman of the Board is Mr Jack Pryde.

The executive-directors each work in excess of 35 hours per week for the company, and the non-executive directors are expected to work 8 hours per month on average. The two non-executive directors are considered to be independent. Their minor interests in shareholdings and the company’s share option scheme are not considered to be an impediment to their independent status.

The Board of Directors holds scheduled Board meetings approximately six times per year plus such other ad hoc meetings as are deemed necessary to deal with urgent business matters. All the necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. At Board meetings, there is a formal schedule of matters reserved for consideration by the Board and other matters are delegated are delegated to Board committees.

The Board is responsible for leading and controlling the Company and in particular for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure, acquisitions and senior personnel appointments.

The Board has established subcommittees of the Board, comprising an Audit Committee, a Remuneration Committee and a Nominations Committee.

Audit Committee

The Audit Committee comprises Simon Hawkins (Chairman), Toby Hayward. The Audit Committee meets at least half yearly and will be responsible for ensuring that the financial performance of the Group is properly monitored and reported on, as well as meeting the auditors and reviewing any reports from the auditors regarding accounts and internal control systems.

Remuneration Committee

The Remuneration Committee comprises Toby Hayward (Chairman), Simon Hawkins. The Remuneration Committee meets at least twice a year and has as its remit the determination and review of, amongst other matters, the remuneration of Executive Directors and any share incentive plans adopted, or be adopted, by the Company. The remuneration committee has engaged MM&K to advise it.

Nominations Committee

The Nomination Committee, chaired by Jack Pryde, and is joined by Toby Hayward and Simon Hawkins, non-executive directors, deals with succession planning, and additions to the Board. Due to the current size of operations it meets on an ad hoc basis when necessary.

The annual report will include the number of board and committee meetings held each year, together with the attendance records.

The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investment and the Group’s assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.