
The Company, whilst it is not required to fully comply with the provisions of the Combined Code, aims to comply with the principles set out in Section 1 of the Combined Code in so far as it is practicable for a public company of its size. The elements of the code adopted by the Company are detailed below.
The Board of Directors comprises three executive directors and one non-executive directors. Norman Weston is the independent non-executive director and bring an independent viewpoint to the Board. The Board meets on a monthly basis and receives a Board pack containing reports from each of the executive directors along with all other information deemed necessary in order for the Board to undertake its duties. Additional ad-hoc meetings are held as and when required to assist in developing the Group and plan long term strategy and to inform Directors of any issues affecting the Group.
There is a formal schedule of matters reserved for the Board's decision including, but not limited to, acquisitions, capital expenditure and business strategy.
The Board has constituted audit and remuneration committees, both with formally delegated duties and responsibilities.
The audit committee, chaired by Alan Weston, receives and reviews reports from management and the Company's auditors relating to the annual and interim accounts and the accounting and internal control systems of the company. The audit committee has unrestricted access to the company's auditors. The committee meets at least twice a year to review the preliminary and interim results prior to presentation to the Board.
The remuneration committee, chaired by Sir Alan Weston, reviews the performance of the executive directors, sets their remuneration, determines the payment of bonuses to executive directors and considers the allocation of share options to directors and employees.
The directors recognise that a group wide system of internal controls and reporting procedures is vital and therefore maintains such systems as are required to control revenues, costs and quality thresholds at each of the group's locations.
The directors have also considered the guidance published by the Institute of Chartered Accountants in England and Wales concerning the internal control requirement of the Combined Code (commonly known as the "Turnbull Report"). The Board regularly reviews and manages key business issues, in addition to the financial risks facing the company in the operation of its business.
The directors comply with Rule 19 of the AIM Rules relating to directors' dealings as applicable to AIM companies and have taken steps to ensure compliance by the Group's applicable employees.