board committees
Board Committees
The Board is assisted by certain committees and a description of the specific responsibilities which have been delegated to them is set out below.
Audit Committee
The Company has established an Audit Committee comprised of the non-executive Directors. The Audit Committee meets not less than three times per year and is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee; reviewing the conduct and control of the annual audit and reviewing the operation of the internal financial control environment. It also has responsibility for the reporting of the financial performance of the Group and for reviewing financial statements prior to publication.
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Remuneration Committee
The Company has established a Remuneration Committee currently comprised of the 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 interest of shareholders. The Remuneration Committee also determines the allocation of share options to employees. It is a rule of the Remuneration Committee that a Director shall not participate in discussions or decisions concerning his/her own remuneration.
The Group has adopted the Model Code for Directors’ dealing as set out in the Listing Rules of the UK Listing Authority and as applicable to AIM companies and will take all reasonable steps to ensure compliance by Directors and relevant employees.
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Nominations Committee
The Company has established a Nominations Committee comprising one executive director, the non-executive Directors and the chairman of the Company. The Nominations Committee will meet at least twice a year and is responsible for reviewing the Board structure, size and composition, making recommendations to the Board with regard to any adjustments that are deemed necessary and identifying candidates for the approval of the Board to fill Board places as and when they arise.
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Approval and Allotment Committee
The Company has established an Approval and Allotment Committee comprising the executive Directors and the company secretary. The Approvals and Allotment Committee will meet as and when required and will be responsible for approving matters relating to the interim and final accounts process, the entry into contracts, acquisitions and disposals, the entry into parent company guarantees and treasury related contracts and the allotment of shares pursuant to the Company’s employee share schemes.
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