Corporate Governance

Following the acquisition of ISD at the end of 2010, The Board recognised it would be appropriate to review the Group’s compliance with the most recent guidance on Corporate Governance.  The QCA guidelines updated in September 2010 formed the basis of this review.  The directors recognise the importance of sound corporate governance and intend to progressively comply fully with the latest QCA guidelines.

The Board recognises its obligation to achieve long-term success of the Company through entrepreneurial leadership, the setting of strategic aims, and will ensure that this is achieved through prudent and effective controls combined with the resources to meet its objectives.

The growth of the Company and the appointment of a new executive management team has made it possible to have a clear division of responsibilities at the head of the Company.  The Chairman no longer combines his role with that of Chief Executive Officer, although the Company recognises that the Chairman is never completely divorced from an executive responsibility.

The Company believes that its new Board of five executives including the Chief Executive Officer and Finance Director, and three non-executives, provides the appropriate range of skills and abilities to provide effective leadership and risk management.  The Board now includes the appointment of a Deputy Chairman.  The Board will review the appointment of a senior independent director.

The corporate governance review highlighted the need to consider the growth of the Company and the number and membership of the Board Committees.  As a result the Company has now established a Nominations Committee to consider the appointment of new directors and changes to the Board.  B Muller, C Fairweather and N Sandy have been appointed to the Nominations Committee.

The Audit Committee comprises C Fairweather, B Muller and P Snell with the appropriate terms of reference including monitoring the integrity of the financial statements, reviewing internal financial controls, risk management and matters relating to the appointment of the external auditors and recommendations to the AGM.

The Remuneration Committee comprises N Sandy, C Fairweather and B Muller.
The terms of reference are focused on ensuring that the levels of remuneration will attract and motivate competent directors to manage the Company successfully, that part of their reward is linked to corporate and personal performance, and incentive schemes and executive share options are appropriate and realistic for the business.  The Company will ensure that no director may participate in any meeting or discussion relating to their own remuneration.

The Company through the Chairman and senior officers are committed to operating in an open and transparent manner and will ensure that their obligations to their shareholders are maintained through a satisfactory dialogue, announcements and for smaller investors at the AGM.

Details of the director’s beneficial interests in Ordinary Shares are set out in the Directors’ Report.  The directors intend to comply with Rule 21 of the AGM Rules relating to directors’ dealings and will take all reasonable steps to ensure compliance by any employees of the Company to whom Rule 21 applies.  The Company has, in addition, adopted the Share Dealing Code for dealings in its Ordinary Shares by directors and senior employees.

The Company will continue to monitor its compliance with the latest corporate governance guidelines and welcomes comments.