The Company supports the principles of corporate governance contained in the 2006 Combined Code on Corporate Governance that was issued by the Financial Reporting Council (‘the Code’).

The Board
The Board meets regularly during the year and is responsible to shareholders for the effective and proper management and control of the Company and has a formal schedule of matters reserved for its decisions. Its primary roles are to determine and review Company strategy and policy, consider acquisitions and disposals, assess requests for major capital expenditure and give consideration to all other significant financial matters. This process is undertaken following discussions in conjunction with senior executive management who in turn are responsible for the day to day conduct of the Group’s operations and for reporting to the Board on the progress being made in meeting the objectives.

In accordance with the provisions of the Combined Code, consideration has been given to the independence of all the non-executive Directors. The Board considers all the non-executive Directors to be independent.

In accordance with the Company’s Articles of Association, one third (or the number nearest to but not less than one third) of all Directors are required to retire and submit themselves for re-election at each Annual General Meeting of the Company. It is the policy of the Board that non-executive Directors are appointed for an initial term of three years, following which their appointment will be reviewed.

Audit Committee
The Audit Committee currently comprises the three independent non-executive Directors, Mr Miles Templeman, Mr Perry Crosthwaite and Mr John Grant. Mr Miles Templeman is the Chairman of the Audit Committee. Each member of the Audit Committee brings relevant financial experience from senior executive and non-executive positions.

The Audit Committee monitors and reviews the effectiveness of the Group’s internal control systems, accounting policies and practices, financial reporting process, risk management procedures and compliance controls as well as the integrity of the Company’s financial statements.

The Audit Committee is responsible for the development, implementation and monitoring of the Company’s policy on external audit and for overseeing the objectivity and effectiveness of the auditors.

Remuneration Committee
The Remuneration Committee currently comprises the three independent non-executive Directors, Mr Miles Templeman, Mr Perry Crosthwaite and Mr John Grant. Mr Perry Crosthwaite chairs the Remuneration Committee. The function of the Remuneration Committee is to establish and review the terms and conditions of employment of the executive Directors, and to make recommendations to the Board on the overall framework and broad policy for the remuneration of the Company’s Directors and other senior executives within the Group.

Nomination Committee
The Nomination Committee currently comprises Mr Christopher Miller and the three independent non-executive Directors, Mr Miles Templeman, Mr Perry Crosthwaite and Mr John Grant. Mr Miles Templeman is the Chairman of the Nomination Committee.

The Nomination Committee reviews the structure, size and composition of the Board, particularly in relation to the balance of skills, experience and knowledge and seeks to ensure that both executive and non-executive Directors have the necessary skills and attributes for the future success of the Company.