The Board recognises the importance of sound corporate governance. Being AIM quoted, the Company is not required to and does not fully comply with the UK Corporate Governance Code. However, the Company applies best practices as far as appropriate for a Company of its size. The Company is subject to the City Code on Takeovers and Mergers.
The Company is managed by a board of directors and they consider that they have the necessary skills and experience to operate and control the business effectively. There are seven directors of whom four are non-executive. The non-executive directors are not considered independent under the UK Corporate Governance Code as they have served on the board for more than nine years from the date of their first election.
The Board meets at least eleven times each year, in addition to any ad hoc Board meetings that may be required during the year, and the directors make every effort to attend all board meetings. The Board is responsible for taking all major strategic decisions and addressing any significant operational matters. In addition, the Board reviews the risk profile of the Company and ensures that an adequate system of internal control is in place. Management information systems are in place to enable the directors to make informed decisions and to discharge their duties properly.
The audit committee, comprised of Ralph Elman (Chairman), Alexander Hambro and Ralph Cohen, meets at least twice in each year and is responsible for ensuring that the financial performance of the Company is properly monitored and reported on. The audit committee also meets with the auditors and reviews the reports from the auditors relating to accounts and internal control systems. The audit committee determines the terms of engagement of the Company’s auditor and, in consultation with the Company’s auditor, the scope of the audit. The audit committee has unrestricted access to the Company’s auditor and will meet with the auditor at least once per year without the executive directors being present.
The remuneration committee, comprised of Alexander Hambro (Chairman), Ralph Elman and Ralph Cohen, reviews the performance of executive directors and has delegated authority to determine the scale and structure of the Executive Directors’ remuneration and reviews the basis of their service agreements with due regard to the interests of shareholders. No director is permitted to participate in discussions or decisions concerning his own remuneration. The remuneration of the Non‑Executive Directors is determined by the Board as a whole.
The Company does not have a nomination committee; the Board does not consider it appropriate to establish one at this stage of the Company's development. Decisions regarding the appointment of new directors are taken by the Board as a whole, following a thorough assessment of a potential candidate's skills and suitability for the role.
As the business has developed, the composition of the Board has been under constant review to ensure that it remains appropriate to the managerial requirements of the Company. Two directors retire annually in rotation in accordance with the Company's articles of association. This enables the shareholders to decide on the election of the Company's Board.