Responsibilities of the members of the board
- In accordance with the Combined Code, the Company is headed by an effective Board, which is collectively responsible for promoting the success of the Company. The Board sets the Company's strategic aims, its values and standards, and ensure that its obligations to its shareholders and others are understood and met.
- All Directors are expected to bring an independent judgement to bear, and to take decisions objectively in the interests of the Company. If directors have concerns about the way the Company is being run or about any course of action that is proposed, they must ensure that such concerns are recorded in the board minutes if they cannot be resolved.
- Non-executive directors are expected to constructively challenge and contribute
to the development of strategy, to scrutinise management performance, to
satisfy themselves on the integrity of financial information and that financial
controls and risk management systems are robust and defensible. It is
expected that the non-executive directors will hold separate meetings without
executive directors or chairman present. The scope of their responsibilities
is enlarging, and non-executive directors will have to undertake that they
have sufficient time to fulfil the role, and must disclose any other commitments
or future new appointments
Directors are advised to regularly update and refresh their skills and knowledge. This includes skills and knowledge that they need to bring to their role, as well as matters relating to the Company itself.
Sub Committees
Audit Committee
Members
Phillip Sutherland
Anthony Samaha
An Audit Committee, comprising Phillip Sutherland, Norman Kennedy and Anthony Samaha, has been established by the Company. The Audit Committee is chaired by Phillip Sutherland and meets at least two times each year. The Audit Committee reviews the Company's annual and interim financial statements before submission to the Board for approval. The committee also reviews regular reports from management and external auditors on accounting and internal control matters. Where appropriate, the committee monitors the progress of action taken in relation to such matters. The committee also recommends the appointment of, and reviews the fees, of the external auditors.
Remuneration Committee
Members
Phillip Sutherland
Christopher Lambert
The Company has in addition established a Remuneration Committee, comprising Phillip Sutherland and Christopher Lambert. The Remuneration Committee is chaired by Phillip Sutherland. The Committee is responsible for reviewing the performance of the executive Directors and for setting the scale and structure of their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant, paying due regard to the interests of shareholders as a whole and the performance of the Company.
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