The Board of Directors

The Directors prime responsibility is to determine the broad strategy and direction of the Company. Additionally the Director’s are responsible for all decisions that would have a material impact on the Company and any transactions that are outside of the ordinary course of business.  The powers of the Company shall be exercised, its business conducted and its property controlled by or under the direction of its Directors.

The number of Directors which shall constitute the whole Board of Directors shall be seven (7). Commencing at the first annual meeting of shareholders and at each annual meeting thereafter, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election. All Directors shall hold office until the expiration of their respective terms of office and until their successor shall have been elected and qualified. As provided in the Certificate of Incorporation, at all elections of Directors, each shareholder having the right to vote shall be entitled to as many votes as the number of shares so held by such shareholder of record multiplied by the number of Directors to be elected, and such shareholder may cast all of such votes for a single Director, or may distribute them among any two or more of the Directors to be voted for, as such shareholder may see fit.

The board currently comprises four non-executive and three executive directors:

Board Meetings

The Board of Directors meets regularly, no less than once per quarter and has a defined schedule of matters reserved for its decision.  

Board Committees

The Board has established an Audit Committee and a Governance and Remuneration Committee.

Audit Committee

The Combined Code recommends that the Audit Committee be composed of at least three directors all non-executive. The Company’s composition of the Audit Committee fulfills the requirements of the Combined Code. Members of the Audit Committee are Sir John Banham, George Kennedy and Steve Good. The Committees Chairman is Sir John Banham.

The Audit Committee will normally meet three times a year and has responsibility, amongst other things, planning and reviewing the Company’s annual report and accounts and interim statements and involve, where appropriate, the Company’s auditors. The Committee will focus particularly on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal controls is maintained. The ultimate responsibility for reviewing and approving the annual accounts and interim statements remains with the Directors.

Governance and Remuneration Committee

The Combined Code recommends that the Governance and Remuneration Committee be composed of at least three directors all non-executive. The Company’s composition of the Governance and Remuneration Committee fulfills the requirements of the Combined Code. Members of the Governance and Remuneration Committee are Sir John Banham, George Kennedy and Steve Good. The Committee’s Chairman is George Kennedy.

The Governance and Remuneration Committee will normally meet three times a year, has responsibility for making recommendations the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Executive Directors. It also operates the Stock Option Schemes and sets performance conditions which must be satisfied before options can be exercised. It will also have responsibility for reviewing the size and composition of the Board and appointment of replacement and/or additional directors and making appropriate recommendations to the Board.