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Corporate governance

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As an AIM company, there is no requirement to comply with the revised Combined Code, issued by the Financial Reporting Council in June 2008, (the "Combined Code") and in view of the Company's size, stage of development and resources, it does not currently comply with all the provisions of the Combined Code. However, the Board recognises the importance of sound corporate governance and so applies the principles of the Combined Code as it considers appropriate for the Company's stage of development:

The Board and its committees

  • The Board currently comprises 2 Non-Executive and 3 Executive Directors. The Board is headed by the Executive Chairman. The two Non-Executive Directors are considered to be independent.
  • The Board has adopted a formal policy on delegated powers of authority which include matters specifically reserved for the Board.
  • The Company has an Audit Committee and a Remuneration Committee. Patrick Howes (Non- Executive Director) is the Chairman of the Remuneration Committee and David Long (Non- Executive Director) is the Chairman of the Audit Committee.
  • The Audit Committee receives and reviews reports from management and the Company's auditors relating to the annual financial statements and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Company's auditors.
  • The Remuneration Committee reviews the scale and structure of the Executive Directors' remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the Non-Executive Directors are set by the Board. The Remuneration Committee also administers the Group's Long Term Incentive Scheme.

Directors' remuneration

  • The Board is committed to following best practice for the disclosure of Directors' remuneration as is appropriate for a company of its size.
  • The Group's policy is to provide executive remuneration packages designed to attract, motivate and retain executives of the calibre necessary to deliver the Group's strategic goals and to enhance shareholder value.
  • Remuneration consists of basic salary and certain benefits of pension and insurance. In addition, the Executive Directors may be invited to participate in a long term incentive plan with challenging objectives based on corporate and project performance.

The Company has adopted a model code for dealings in shares by Directors and senior employees which is appropriate for an AIM company. The Directors will comply with Rule 21 of the AIM Rules for Companies relating to Directors' dealings.

Internal control

Key elements of the control framework are:
  • Framework of delegated authorities, including matters reserved to the Board.
  • Regular Board meetings to review progress and strategy.