The Board is committed to high standards of corporate governance and intends to comply with the Combined Code, insofar as practicable given the Group's size and nature.
The Board formally delegates certain responsibilities to committees by way of written terms of reference. Details of each committee, its membership and the terms of reference are summarized below, a full copy of the terms of reference is available from the Company Secretary:
The Audit Committee, which comprises all the Non-Executive Directors, is chaired by Jeff Hewitt. This has the following responsibilities:
- The monitoring of the Group's internal control environment;
- The assessment of the Group's financial risks (including market risk in relation to the Group's market making activities) and plans for mitigating these risks;
- Review of the Group's financial statements, reports and announcements and the accounting policies that underlie them, on behalf of the Board;
- The recommendation to the Board on the appointment and remuneration of the external auditors;
- The monitoring of the independence of the external auditors and the establishment of a policy for the use of the auditors for non audit work; and
- The monitoring of the need for an Internal Audit resource.
The Committee meet at least four times a year. Other directors, members of staff and the external auditors are invited to attend these meetings, as appropriate. The Committee reports to the Board on the Company's full and half year results, having examined the accounting policies on which they are based and ensured compliance with relevant accounting standards. In addition, it reviews the scope and results of the external audit, its cost effectiveness and the independence and objectivity of the external auditors. To this end, the Audit Committee have stated as an objective that fees paid to the auditor for any individual item of non-audit work should not exceed £20,000 without prior approval.
The Remuneration Committee comprises all the Non-Executive Directors and is chaired by Anthony Hotson. It determines salary levels, discretionary bonuses and the terms and conditions of service of the Executive Directors. It makes its decisions in consultation with the Chief Executive Officer. No Director plays a part in any decision about their own remuneration. This Committee also reviews bonus and equity arrangements for the Group's other senior employees and in addition has responsibility for supervising the Cenkos Share Option Scheme and the grant of options under its terms. The remuneration of Non-Executive Directors is fixed by the Board.
The Nominations Committee, which comprises the Non-Executive Directors, is chaired by Gerry Aherne. It will consider appointments to the Board and is responsible for nominating candidates to fill Board vacancies and for making recommendations on Board composition.