Corporate Governance
The Directors recognise and value the importance of high standards of corporate governance and observe the requirements of the Combined Code to the extent that they are considered appropriate in the light of the Company’s size, stage of development and resources.
The Board is composed of eight members of whom six are Non-executive Directors. The Board has carefully considered the independence of the Non-executive Directors for the purposes of the Combined Code and has determined that all except for Richard Johnston are independent.
The Board has established Audit, Nomination and Remuneration Committees.
Nomination Committee
The Nomination Committee has responsibility for considering the size, structure and composition of the Board, retirements and appointments of additional and replacement Directors, and making appropriate recommendations to the Board. The Nomination Committee consists of Simon Neathercoat (Chair), Richard Johnston,Tim Cook, Craig Rennie and Martin Rothman.
Audit Committee
The Audit Committee has a primary responsibility for monitoring the quality of the Company’s operating procedures, controls and systems and ensuring that the financial performance of the Group is properly measured and reported on, and for reviewing reports from the Group’s auditors relating to the Group’s accounting and internal controls. The Audit Committee consists of Michael Stevens (Chair), Tim Cook and Craig Rennie.
Remuneration Committee
The Remuneration Committee consists of Craig Rennie (Chair), Tim Cook and Martin Rothman. The Remuneration Committee determines the terms and conditions of service of Directors, including the remuneration and grant of options to Directors and employees. It also reviews the performance of the Directors and of key employees of the Company.
Updated October 2008
