
The directors recognise the importance of sound corporate governance and intend that the group complies with the main provisions of the Quoted Companies Alliance (QCA) Guidelines on Corporate Governance insofar as they are appropriate given the group's size and stage of development.
The board is responsible for formulating, reviewing and approving the group's strategy, budgets and corporate actions. The directors hold board meetings at least quarterly and at other times as and when required.
The company has established audit and remuneration committees of the board with formally delegated duties and responsibilities.
Independence
Michael Bretherton is considered to be able to act as an independent non-executive director by the board (other than in matters pertaining to ORA Capital Partners Limited, where he is not entitled to vote) notwithstanding his 0.32% shareholding.
Dr David Bott is considered to be able to act as an independent non-executive director by the board, notwithstanding his 0.02% shareholding.
The Board
The board currently comprises two executive and two non-executive directors.
Audit Committee
The audit committee comprises the two non-executive directors with Michael Bretherton as Chairman.
It meets as required and at least biannually to consider all aspects of the planning and completion of the annual external audit.
Remuneration Committee
The remuneration committee comprises the two non-executive directors with Dr David Bott as Chairman. It meets as required and at least biannually to consider all aspects of the remuneration of the executive directors of the group.
The policy of the remuneration committee is to reward executive directors in line with the current development of the group and with the current remuneration of directors in comparable businesses in order to recruit, motivate and retain high quality executives in a competitive marketplace.
There are three main elements of the remuneration packages for executive directors and senior management:
Remuneration Policy for Non-executive Directors
Remuneration for non-executive directors is set by the board as a whole. Non-executives do not receive any pension payments or other benefits, nor do they participate in bonus schemes. Fees are based on a fixed fee.
Nominations Committee
The directors do not consider that, given the size of the board and the stage of development of the group, it is appropriate at this time to have a nominations committee. However, this will be kept under regular review by the board.
Internal Control
The board is responsible for maintaining a sound system of internal control. The board's measures are designed to manage, not eliminate risk and such a system provides reasonable but not absolute assurance against material misstatement or loss.
Some key features of the internal control system are: