Corporate Governance
The Board supports the principles of good corporate governance
set out in the Financial Reporting Council's UK Corporate
Governance Code (and, in respect of the period under
review, in the Combined Code on Corporate Governance).
Though the Group as an AIM listed company is not required to
fully comply with the Corporate Governance 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 2010 and its
revised structure in 2011 maintains a significant independent
element with appropriate skills and experience.
Board of Dir ectors
During the year to 31 December 2010, the Board consisted
of an Executive Chairman and three Non-executive Directors.
On 4 January 2010, Dr. Armstrong resigned as a Nonexecutive
Director and Patrick Regan was appointed as a Nonexecutive
Director. On 10 May 2010, Dr. Vernon resigned as a
Non-E xecutive Chairman and Director. On 9 July 2010,
Dr. Noonan resigned as a Non-E xecutive Director and James
Hills was appointed as a Non-E xecutive Director. On 4 August
2010, Keith Bigsby resigned as Chief Financial Officer and
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 current Board members appear on page 17
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. Hills (Chairman) and Mr. Riley.
• A udit Commit tee: Mr. Riley (Chairman), Mr. Hills and
Mr. Regan.
• N omination Committee: Mr. Reade (Chairman), Mr. Riley and
Mr. Hills.
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. Noonan resigned as Chairman
of the Remuneration Committee on 9 July 2010 and Mr. Hills
became the new Chairman of the Remuneration Committee.
Mr. Riley was appointed to the Remuneration Committee
on 9 July 2010. Dr. Vernon resigned as Chairman of the
Nominations Committee on 4 January 2010 and was replaced
by Mr. Reade. Mr. Hills was appointed to the Nominations
Committee on 9 July 2010. Dr. Vernon resigned from the Audit
Committee on 10 May 2010 with his resignation from the
Board and was replaced by Mr. Hills on 9 July 2010.
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 Executive Chairman leads the Board in the determination
of its strategy and in the achievement of its objectives. The
Executive Chairman is responsible for organizing the business
of the Board, ensuring its effectiveness and setting its agenda.
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