Corporate Governance
Having regard to the size and current stage of development of the Group and the fact that the Ordinary Shares are not being listed on the Official List of the United Kingdom Listing Authority, the Group intends to comply so far as is appropriate with the Combined Code published by the Financial Reporting Council from time to time. Accordingly, the Directors will appoint a remuneration and an audit committee with effect from Admission.
The audit comittee
The audit committee is initially proposed to consist of Simon Reid, Mihir Thacker and Ian Greenstreet. The Head, Finance may also be invited to attend meetings of the committee. It will meet at least twice each year and will be responsible for ensuring that the financial performance of the Group is properly monitored and reported on and for meeting with the auditors and reviewing findings of the audit with the external auditor. It is authorised to seek any information it properly requires from any employee and may call any employee for questioning. It will meet with the auditors once a year without any members of the Group's management being present and is also responsible for considering and making recommendations regarding the identity and remuneration of such auditors.
The remuneration committee
The remuneration committee is initially proposed to consist of Simon Reid, Mihir Thacker and Ian Greenstreet. It considers and recommends to the Board the framework for the remuneration of the Chief Executive Officer, Chairman, executive directors, Group secretary and such other officers as it is designated to consider and, within the terms of the agreed policy, considers and recommends to the Board the total individual remuneration package of each executive director including bonuses, incentive payments and share options or other share awards. It also, subject to existing contractual obligations, reviews the design of all share inventive plans for approval by the Board and Shareholders and for each such plan, recommends whether awards are made and, if so, the overall amount of such awards, the individual awards to executive directors and the performance targets to be used. No director will be involved in decisions concerning his own remuneration.
Page last up-dated: 10 August 2007