Corporate Governance

So far as is appropriate, the Board aims to apply the underlying principles of the Combined Code, having regard to the size of the Company. The principal areas where these underlying principles are applied in the running of the Company are set out below.

The Company holds board meetings regularly throughout the year at which operating and financial reports are considered. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and senior personnel appointments.

Audit Committee

The Audit Committee comprises three non-executive Directors. The Committee meets at least twice a year and is responsible for ensuring that the financial performance of the Group is properly maintained and reported on. It is also responsible for meeting the auditors and reviewing the report from the auditors relating to the financial statements.

Members of the Audit Committee are:

R H Henkhuzens, Chairman
General Sir Michael Wilkes
P J Wright

Remuneration Committee

The Remuneration Committee comprises three non-executive Directors. It reviews the performance of the executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders.

The Remuneration Committee has responsibility for making recommendations to the Board on the Group’s general policy on remuneration and also specific packages for individual Directors. No Director plays a part in any decision concerning his own remuneration.

Members of the Remuneration Committee are:

General Sir Michael Wilkes, Chairman
P J Wright
R H Henkhuzens

Nomination Committee

The Nomination Committee comprises the non-executive Chairman and a non-executive Director together with the Chief Executive. The Committee considers appointments to the Board and is responsible for nominating candidates to fill Board vacancies and for making recommendations on Board composition.

Members of the Nomination Committee are:

MD Bralsford, Chairman
RH Henkhuzens
MRM Hall

All non-executive Directors are independent. None of them has any personal financial interest in the matters to be decided (other than MD Bralsford and RH Henkhuzens as shareholders) or any day to day involvement in the running of the business.