Board Committees
The Board has established three committees to deal with specific aspects of the Company's affairs as follows: an Audit Committee, a Remuneration Committee and a Nomination Committee in accordance with the recommendations of the Combined Code. All the Committees have formally delegated duties and responsibilities set out in written terms of reference which are available on request from the registered office.
Audit Committee
The Audit Committee consists of the two Non-Executive Directors, with Stephen Boyd as Chairman. External advice is provided as necessary. The Committee considers matters relating to the reporting of results, financial controls, and the cost and effectiveness of the audit process. It aims to meet at least twice a year with the Company's external auditors in attendance. Other Directors attend as required.
Remuneration Committee
The Remuneration Committee consists of the two Non-Executive Directors, with Stephen Boyd as Chairman. The Committee determines the remuneration of the Executive Directors and makes recommendations to the Board with regard to remuneration policy and related matters. The Board maintains a policy of providing executive remuneration packages that will attract, motivate and retain Directors of the calibre necessary to deliver the Group’s growth strategy and to reward them for enhancing shareholder value. The Executive Directors’ remuneration packages consist of three elements:
- basic salary and benefit package
- performance-related bonus
- share option incentives
The Remuneration Committee reviews the components of each Executive Director’s remuneration package annually. The remuneration and terms and conditions of appointment of the Non-Executive Directors are determined by the Board. No Director is involved in setting his or her own remuneration. The Remuneration Committee meets as and when required.
Nomination Committee
The Nomination Committee consists of the Company’s Executive Chairman, David Morgan, as the Committee Chairman, and the two Non-Executive Directors. The Committee is responsible for reviewing and making proposals to the Board on the appointment of Directors and meets as necessary.