The Board of Directors
The Directors take account of the requirements of the Quoted Companies Alliance Corporate Governance Code to the extent they consider it appropriate having regard to the Company’s size, stage of development and resources, and the fact that it is incorporated in the United States rather than the United Kingdom. Since the Company is not currently subject to the rules and regulations of one of the national securities exchanges or national securities associations in the United States such as the New York Stock Exchange, the American Stock Exchange or NASDAQ, the Company is not required to comply with the corporate governance requirements imposed by these organizations pursuant to regulations issued by the United States Securities and Exchange Commission under the Sarbanes-Oxley Act of 2002.
The Board consists of eight members, four of whom are non-executive Directors. The Board considers that the non-executive Chairman of the Board, Mr. Horsch, as well as Messrs. Anderson, Ellis and Scheuer, who have been appointed as non-executive Directors, are each independent in character and judgment and accordingly considers each of them to be an independent director for the purposes of the Combined Code. The Company holds regular Board meetings, which occur not less than quarterly. The Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have established an audit committee and a remuneration committee with formally delegated rules and responsibilities. Each of these committees meets regularly, and at least twice each year.
The Company has adopted a code for Directors’ and applicable employees’ share dealings. The Directors comply with Rule 21 of the AIM Rules relating to Directors’ dealings and take all reasonable steps to ensure compliance by the Company’s applicable employees.
The Audit Committee
The audit committee is comprised of Messrs. Scheuer, Anderson, Ellis and Horsch, and is chaired by Mr. Scheuer. The audit committee determines and examines any matters relating to the financial affairs of the Company, including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. In addition, it ensures that the financial performance, position and prospects of the Company are properly monitored and reported on. The audit committee has unrestricted access to the Company’s auditors.
The Audit Committee’s Terms of Reference can be found here.
The Remuneration Committee
The remuneration committee is comprised of Messrs. Anderson, Ellis, Scheuer and Horsch, and is chaired by Mr. Anderson. The remuneration committee reviews the scale and structure of the executive Directors’ remuneration and benefits packages, including share options and the terms of their service contracts, with due regard to the interests of Shareholders. The remuneration committee also makes recommendations to the Board concerning the allocation of share options to employees. The remuneration, terms and conditions of appointment of the non-executive Directors will be determined by the Directors.
The Remuneration Committee’s Terms of Reference can be found here.
The Nominations Committee
The Nominations Committee is comprised of Messrs. Horsch, Anderson, Ellis, and Scheuer and is chaired by Mr. Horsch. The Nominations Committee regularly reviews the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and makes recommendations to the Board with regard to any changes; gives full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future; and is responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.
The Nominations Committee’s Terms of Reference can be found here.
