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The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Directors hold monthly meetings of the Board. The Group has established audit, remuneration and nomination committees with formally delegated duties and responsibilities.
The Company does not comply with any specific corporate governance code, including the Combined Code, although it supports the principles and aims of the Combined Code. It operates an effective board which meet on a timely basis. The board is aware of the requirements of the code and the need for appropriate controls and systems to safeguard the company’s assets. Wherever possible, appropriate controls are in place and monitored by the board. However, full compliance with the code is not possible because of the size and resource constraints of the company and because of the relative cost benefit assessment in putting in place the additional procedures. As the company grows in size and resources the board intends to increase its compliance.
The Company has appointed Philip Jacobson as an independent non-executive director to bring an independent view to the Board and to provide a balance to the executive Directors and non-independent non-executive director.
The Audit Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets no less than twice in each financial year and has unrestricted access to the Group’s external auditors. The Audit Committee is chaired by Philip Jacobson and also includes Paul Wise.
The Remuneration Committee consists of a committee chaired by Philip Jacobson and also includes Paul Wise and Charles Dorfman. The Remuneration Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary. In exercising this role, the Directors have regard to the recommendations put forward in the UK Corporate Governance Code and the QCA Corporate Governance Code for Small and Mid-size Quoted Companies 2013.
The Nomination Committee consists of a committee chaired by Philip Jacobson and includes Paul Wise and Charles Dorfman. The Nomination Committee considers the selection and re-appointment of Directors. It identifies and nominates candidates to fill Board vacancies and regularly reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations to the Board with regard to any changes.