The Directors intend that the Company will comply with the main provisions of the Combined Code in so far as they are practicable for a company of its size. The Company has three non-executive directors with relevant sector experience.
An Audit Committee, comprising the non-executive Directors, has been established by the Company. The Audit Committee is chaired by … and meets at least twice a year. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on and for meeting with the Group’s auditors and reviewing their reports on the accounts and the Group’s internal controls.
The Company has in addition established a Remuneration Committee, comprising the non-executive Directors. The Remuneration Committee comprises the non-executive Directors and is chaired by …. The Remuneration Committee is responsible for reviewing the performance of directors, setting their remuneration, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant. The Nomination Committee, given the size of the Board, comprises the whole Board and meets as and when is necessary.
The Board has also considered the guidance issued by the Institute of Chartered Accountants in England and Wales (commonly known as the Turnbull Report) concerning the internal requirements of the Combined Code. The Board intends regularly to review key business as well as financial risks facing the Group in the operation of its business.
The Company operates a share dealing code for Directors on the basis set out in the Listing Rules.
The Company is subject to the UK City Code on Takeovers and Mergers. The Board will regularly review the key business and financial risks facing the Group in its operations.