Corporate Governance
The Board is committed to high standards of corporate governance.
Combined Code
Following the publication of the new Combined Code (the New Code) on Corporate Governance and guidance on audit committees (the Smith Guidance) applicable to the Company for the financial year to 31 March 2005, the Board has reviewed its corporate governance procedures in line with the New Code.
The Board
The Board consists of a Non-Executive Chairman, three other Non-Executive Directors and three Executive Directors.
There is clear division of responsibility between the Chairman who leads the Board and the Chief Executive who is responsible for the business operation. Three of the four Non-Executive Directors are considered independent of management and bring objective judgment, knowledge and experience to the Boards deliberations.
Board Committees
The Board has established three committees, Remuneration, Audit and Nomination Committees. The terms of reference for each committee is below:
Click here to view the Remuneration Committee Terms of Reference.
Click here to view the Audit Committee Terms of Reference.
Click here to view the Nomination Committee Terms of Reference.
Internal Control
The Board is responsible for the Company's system of internal control and for reviewing its effectiveness.
The Board reviews the effectiveness of the system of internal control at least annually, as required under Internal Control: Guidance for Directors on the Combined Code (the Turnbull Report). The effectiveness of this process has been reviewed by the Audit Committee.
Relations with Shareholders
The Company maintains a policy of regular contact with its principal institutional shareholders and the Annual General Meeting is used as an opportunity to communicate with private investors as is this website which includes announcements and corporate documents (see Financials Section). The AGM provides an opportunity for shareholders to raise questions with the Board.