Corporate governance

The Directors have established an Audit Committee, a Remuneration Committee and a Nominations Committee, each with formally delegated rules and responsibilities. Each of the committees currently comprises the non-executive Directors and meets at least twice each year in respect of the Audit Committee and at least once a year in respect of each of the Nominations Committee and the Remuneration Committee.

The Company holds at least 10 board meetings throughout the year. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions.

The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for meeting with the Company’s auditors and reviewing the reports from the auditors relating to the Group’s accounts and internal control systems. It meets once a year with the Company’s auditors without executive Directors being present. The Audit Committee comprises the non-executive Directors of the Company and is chaired by Mark Hogarth.

The Remuneration Committee reviews the performance of the executive Directors and sets and reviews the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of all Shareholders. In determining the remuneration of executive Directors, the Remuneration Committee seeks to attract and retain executives of the highest calibre. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees. No Director is permitted to participate in discussions or decisions concerning his own remuneration. The Remuneration Committee comprises the non-executive Directors of the Company and is chaired by James Faulds.

The Nominations Committee meets as required for the purpose of considering new or replacement appointments to the Board. The Nominations Committee comprises the non-executive Directors of the Company and is chaired by James Faulds.