The Company has established an Audit Committee, a Remuneration Committee and a Nomination Committee, each with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee meets regularly in each financial year and has unrestricted access to the Company’s auditors.
Members of the Audit Committee are Ric Piper and Paul Tuson, with Ric Piper acting as chairman of the Committee.
The Remuneration Committee reviews the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. It also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. In exercising this role, the Directors have regard to the recommendations put forward in the QCA Code.
No director is permitted to participate in discussions or decisions concerning his own remuneration. The Remuneration Committee meets in each financial year.
Members of the Remuneration Committee are Ric Piper and Paul Tuson, with Paul Tuson acting as chairman of the Committee.
The Nomination Committee leads the process for Board appointments and make recommendations to the Board. The Nomination Committee evaluates the balance of skills, experience, independence and knowledge on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee will meet as and when necessary, but at least once each year.
Members of the Nomination Committee are Ric Piper , with Paul Tuson Adam acting as chairman of the Committee.
In line with the QCA Code the Board considers that Ric Piper and Paul Tuson are independent directors.