Corporate Governance
As an AIM listed company, the Company is not required to comply with the Combined Code on Corporate Governance, however the Board supports the general principles therein. The Board has presented its report on Corporate Governance for the year ended 31 January 2007 in the Annual Report for the period
The Board
The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.
The Board is chaired by David Owen in a non-executive capacity. The Group is currently led and controlled by a Board consisting of three Executive Directors and three Non-executive Directors. The Board considers that the Non-executive Directors are independent and that each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board. Click here to see the biographies of the Board of Directors.
Board committees
The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms. The current composition of Board Committees is as follows:
| Audit | Remuneration | ||
| David Owen | Non-executive Chairman | Member | Member |
| Alan Williamson | Non-executive Director | Member | Chairman |
| Bill Brown | Non-executive Director | Chairman | Member |
Audit Committee
The purpose of the Audit Committee, which is chaired by Bill Brown, is to provide formal arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company's auditors.
The committee meets at least twice a year with the auditors, including at least one meeting where the executive directors are not in attendance.
Remuneration Committee
The Remuneration Committee is chaired by Alan Williamson and also comprises the other two non executive directors.
The committee meets as necessary – usually at least twice per year – to determine the remuneration of the executive directors and other remuneration packages as appropriate.
Nomination Committee
As the Board is small, there is no formal Nominations Committee. These responsibilities are undertaken by the Board as a whole.
Articles of Association
Please click here for the Company's current Articles of Association
International Financial Reporting Standards ("IFRS")
The Group will be required to report financial results under IFRS for the year ending 31 January 2008 onwards and therefore the interim results for the six months ending 31 July 2007 will be prepared under IFRS. Accordingly the results for the year ended 31 January 2007 will need to be restated under IFRS to provide comparatives, and the balance sheet at 31 January 2006 will also need to be converted to provide an opening balance sheet for the year ended 31 January 2007.
Reporting under IFRS will result in changes to the financial statements and it is expected that the main area affected will be goodwill.