The Company’s shares are listed on the Alternative Investment Market (AIM). As an AIM-listed company, the Company is not required to follow the provisions of the Combined Code as set out in the Financial Services Authority Listing Rules. Nevertheless, the Board is committed to high standards of corporate governance throughout the Group. The Board is accountable to the Company’s shareholders for good governance and this statement describes which principles of good corporate governance have been applied by the Company.
The Board of Directors
The activities of the Group are ultimately controlled by the Board of Directors. All Directors are subject to retirement and re-election by rotation. The Group has a formal policy setting out the matters that require approval of the Board. This covers the major areas of decision-making in all aspects of the Group’s affairs.
The Board currently consists of three Executive Directors and one Non-executive Director and their respective responsibilities are itemised below.
The Chairman leads the Board in determining the Group’s strategy and ensuring that its objectives are met. The Chief Executive is responsible for the day-to-day operations of the Group and is accountable to the Board for the Group’s financial and operational performance. The Chief Financial Officer is responsible for the financial management of the Group and for reporting to the Board on the Group’s financial performance and the state of its financial affairs. The Managing Directors are responsible for managing the IT, logistics and supply chain infrastructure of the Group and for reporting to the Board on the Group’s operational performance. Non-executive Directors are considered by the board to be independent. They represent a strong independent influence and their views carry considerable weight in the decision-making process of the Board and its Committees.
Committees of the Board
The Audit Committee meets at least twice a year and considers the appointment of the external auditors as well as discussing with them the findings of the audit and any management letters arising from it. The Committee is also responsible for monitoring compliance with accounting and legal requirements and for reviewing the interim and annual reports before publications. The Remuneration Committee is responsible for setting the remuneration of directors and senior management, as well as reviewing the remuneration policy throughout the Group. Owing to the small size of the Group’s Board, it is not considered necessary to have a formal Nomination Committee for the purpose of making recommendations regarding senior Board appointments.
The Directors are responsible for establishing and maintaining the Group’s system of internal control. This system of internal control is designed to safeguard the Group’s assets and to ensure that proper accounting records are maintained and that financial information produced by the Group is reliable. There are inherent limitations in any system of internal control and such a system can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Directors, through the Audit Committee, have reviewed the effectiveness of the Group’s system of internal control.