The Directors recognise the importance of sound corporate governance. The Directors intend that the Company should develop policies and procedures, which reflect the principles of good governance and Code of Best Practice, as published by the Committee on Good Governance (commonly known as the “Combined Code”), to the extent that they are appropriate to the size of the Company.
Although the Corporate Governance Code is not compulsory for ISDX quoted companies, the Directors have applied the principles as far as practicable and appropriate for a relatively small public company as follows:
- The Board, which in due course, will comprise a Chairman, two Executive Directors and a Non-Executive Director, meet regularly to consider strategy, performance, approval of major capital projects and the framework of internal controls.
- In addition, the Executive Directors will meet on a regular basis for operational meetings.To enable the Board to discharge its duties, all Directors will receive appropriate and timely information.
- Briefing papers will be distributed to all Directors in advance of Board meetings.
- All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with.
- The appointment and removal of the Company Secretary is a matter for the Board as a whole.
- In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.
Subject to the terms of the Executive Directors’ service contracts, Directors are subject to retirement by rotation and re-election by the Shareholders at annual general meetings of the Company, as required by the Company’s articles of association, and any Director appointed by the Board shall hold office only until the next annual general meeting and shall then be eligible for election.