P17
Corporate Governance
The Board supports the principles of good corporate governance and in particular the Combined Code on Corporate Governance which is appended to the Listing Rules of the Financial Services Authority (the Combined Code), issued in June 2006. Though the Group as an AIM listed company is not required to fully comply with the current version of the Combined Code, the Board is committed to a level of compliance appropriate for a smaller public company.
The Board considers that it has maintained an appropriate level of compliance with the provisions set out in Section 1 of the Combined Code for the year to 31 December 2009 and its revised structure in 2010 maintains a significant independent element with appropriate skills and experience.
BOARD OF DIRECTORS
During the year to 31 December 2009, the Board consisted of a Non-executive Chairman, two Executive Directors
and four Non-executive Directors. On 16 September 2009
Mr. Szostak resigned as a Non-executive Director and Patrick Regan was appointed as a Non-executive Director.
On joining the Board, all directors received a full induction and have the opportunity to meet with shareholders at the Annual General Meeting.
Biographies of the Board members appear on pages 14 and 15 of this report. These indicate the high level and range of experience, which enables the Group to be managed effectively.
The Board has established three committees in relation
to directors' remuneration and audit matters and nominations to the Board.
The membership of all Board Committees remained unchanged during the year and is set out below:
• Remuneration Committee: Mr. Reade (Chairman) and Dr. Noonan.
• Audit Committee: Mr. Riley (Chairman), Dr. Noonan and Dr. Vernon.
• Nomination Committee: Dr. Vernon (Chairman), Mr. Riley and Mr. Reade.
After the year end, on 4 January 2010 Mr. Reade resigned as Chairman of the Remuneration Committee with his appointment as Executive Chairman and Dr. Noonan became the new Chairman of the Remuneration Committee. Dr. Vernon resigned as Chairman of the Nominations Committee on 4 January 2010 and was replaced by Mr. Reade and Dr. Vernon
resigned from the Audit Committee on 8 May 2010 with his resignation from the Board.
The Board is responsible to the shareholders for the proper management of the Group. The Board has adopted a formal schedule of matters specifically reserved for the Board's decision that covers key areas of the Group's affairs including overall responsibility for the business and commercial strategy of the Group, policy on corporate governance issues, review of trading performance and forecasts, the approval of major transactions and the approval of the interim management and financial statements, annual report and financial statements and operating and capital expenditure budgets.
The Chairman during 2009, and after the year end, the Executive Chairman, leads the Board in the determination
of its strategy and in the achievement of its objectives. The Chairman is responsible for organizing the business of the Board, ensuring its effectiveness and setting its agenda.
The Chairman had no involvement in the day-to-day business of the Group prior to 4 January 2010. The Chairman facilitates the effective contribution of Non-executive Directors and constructive relations between Executive and Non-executive Directors, ensuring Directors receive accurate, timely and clear information. The Chairman gives feedback to the Board on issues raised by major shareholders.
The Board evaluates its own effectiveness on an annual basis by measuring performance against a standard set of objectives assessed by each member of the Board.
The Board delegated the day to day responsibility for managing the Group to the Chief Executive Officer and
subsequent to the year end, the Executive Chairman, who is accountable to the Board for the financial and operational performance of the Group.
