Governance Policy

The Directors acknowledge the importance of the principles set out in the Corporate Governance Code. Although the Corporate Governance Code is not compulsory for AIM quoted companies, the Directors apply the principles as far as practicable and appropriate for a company of it's size and nature, in accordance with the QCA Corporate Governance Code for small and mid-sized Quoted Companies 2013.

Board Composition

The Board comprises a Chairman, three executive directors and three non-executive directors. The Board meets regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings.

Board Performance and remuneration

All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company's expense.

The Remuneration Committee reviews the performance of the executive directors and determines their terms and conditions of service, including their remuneration and the grant of options

Communicating Vision and Strategy

The Board is responsible for developing the strategy for the Group and communicates the strategic direction to internal stakeholders and to shareholders via meetings (including meetings with institutional investors and analysts) and through group publications, including the Strategic report contained in the Annual Report. Progress in terms of the strategy is reported in the Annual Report along with the Interim Results and other public announcements made via RNS.

Approach to Risk and Internal Control

The Board individually and collectively maintain focus on the Principle risks and uncertainties facing the Group. The audit committee is specifically responsible for monitoring the quality and effectiveness of internal control procedures and risk management systems.

Approach to addressing Stakeholder and Social responsibilities

The Board is committed to maintaining and promoting high standards of business integrity. Company values incorporate the principles of corporate social responsibility and sustainability and the Board carefully considers the impact of decisions on communities, the environment and other stakeholders as part of its normal business.

The company is also subject to the UK City Code on Takeovers and Mergers.

Board Committees

The Company has Audit, Nomination and Remuneration Committees.

The Audit Committee has Mike Turner as Chairman, and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company's auditors relating to the Company's accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least twice a year. Samuel Dayani, Thomas Rickert and Thomas Pridmore are the other members of the Audit Committee. Glenn Hayward attends Audit Committee meetings by invitation.

The Nomination Committee has Mike Turner as Chairman, and as necessary identifies and nominates for the approval of the Board, candidates to fill board vacancies as and when they arise. The Nomination Committee meets at least once a year. Samuel Dayani, Thomas Rickert and Thomas Pridmore are the other members of the Nomination Committee. Duties include reviewing the board composition and skills set, considering succession planning and keeping Board performance under evaluation with a view to continuous development.

The Remuneration Committee has Mike Turner as Chairman, and reviews the performance of the executive directors and determines their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least once a year. Samuel Dayani, Thomas Rickert and Thomas Pridmore are the other members of the Remuneration Committee. The Remuneration Committee also considers broad policy in relation to the remuneration of the Chairman of the Board. Non-executive director remuneration is a matter for the Chairman and the Executive members of the Board. No director is involved in any decisions as to their own remuneration or benefits.

The Directors understand the importance of complying with the AIM Rules relating to Directors' dealings and has established a share dealing code that is appropriate for an AIM quoted company.

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Investor Relations Contact

Abchurch Communications

Phone: +44 (0) 20 7398 7700

Fax: +44 (0) 20 7398 7799

E-mail: centralnic@abchurch-group.com


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