Corporate Governance

The Board of Directors is accountable to shareholders for the proper corporate governance of the Company. The principles of corporate governance and a code of best practices are set forth in the Combined Code on Corporate Governance (the “Combined Code”). Under the rules of the AIM market, where the Company’s shares are listed, the Company is not required to comply with all provisions of the Combined Code. However, the Company intends, where practicable, to comply with the main provisions of the Combined Code. The responsibilities of the Board of Directors and Committees of the Board are set forth in greater detail under the links below.

Terms of Reference
Audit Committee
Compensation Committee 
Corporate Governance and Nominations Committee
Internal Controls


 

Terms of Reference

The Chairman of the Board of the Company is Mr. Richard Clothier. Dr. Ronald Stotish is the Chief Executive Officer and is responsible for running the organization on a day-to-day basis. In total, the Board consists of one Executive Director and four Nonexecutive Directors. Mr. David Frank acts as Company Secretary.

The overall responsibility of the Board of Directors is to ensure that the affairs of the Company are managed in the best long term interests of shareholders, having regard to the interests of the employees and the community. In fulfilling their responsibilities, Directors are required to keep themselves informed about the Company’s activities and the business, political, social and market environments in which the Company operates.

The Board of Directors has adopted Terms of Reference to define its objectives and those of each sub-committee. Key areas of responsibility include:

 

Audit Committee

The Audit Committee is chaired by Mr. Richard Huber. The other member of the committee is Ms. Anita Hamilton. The Chief Financial Officer, the Corporate Controller and the external auditors may also attend a portion or all of the meetings of the Audit Committee as required. The Audit Committee meets at least twice each year. The committee has the responsibility to consider and recommend to the Board the appointment of the Company’s external auditors and to review the interim statements and the annual accounts and any other formal statement relating to financial performance, before submission to the Board.


 

The Compensation Committee

The Compensation Committee is chaired by Dr. David Stevens. Ms. Anita Hamilton is the other member of the committee. The primary responsibility of the committee is to determine the compensation of Directors and members of the executive management. The committee also reports to shareholders on behalf of the Board where required by the prevailing listing rules and codes of practice.


 

Corporate Governance and Nominations Committee

The Corporate Governance and Nominations Committee is chaired by Mr. Richard Clothier. Other members of the Board participate as needed. The primary responsibility of the committee is to advise the Board as appropriate concerning its composition and that of its committees and to recommend to the Board when new members should be added.


 

Internal Controls

The Board of Directors is ultimately responsible for the Company’s system of internal controls and for reviewing and monitoring its effectiveness. The Company maintains a comprehensive process of financial reporting. The annual budget is reviewed and approved by the Board of Directors before adoption. The Board receives a monthly report of the Company’s operating performance compared against both the budget and the prior year’s results with explanations of significant variances.

The implementation, maintenance, review and improvement of the Company’s internal controls are the responsibility of the Chief Financial Officer. The external auditors review the internal financial controls as a basis for determining the nature and extent of their audit testing procedures.

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