Corporate Governance
Board Committees
Audit Committee
Members:
Serge Grisard
Martin Knight
Ian McWalter
Remuneration Committee
Members:
Ian McWalter
Hossein Yassaie
Winston Wong
Directors
The Group supports the concept of an effective board leading and controlling the Group. The Board is responsible for approving Group policy and strategy. It meets on a regular basis, at least six times a year, and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professional advice at the Group's expense.
Relations with shareholders
The Group values the views of its shareholders and recognises their interest in the Group's strategy and performance. The Annual General Meeting will be used to communicate with private investors and they are encouraged to participate. The Directors will be available to answer questions. Separate resolutions will be proposed on each issue so that they can be given proper consideration and there will be a resolution to approve the annual report and accounts.
Internal control
The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investment and the Group's assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss. An audit committee has been established and comprises two non-executive directors, Richard Rose and Philippe Tischhauser. The Committee will meet at least half yearly and will be responsible for ensuring that the financial performance of the Group is properly monitored and reported on, as well as meeting the auditors and reviewing any reports from the auditors regarding accounts and internal control systems. A remuneration committee has been established and comprises three non-executive directors, Hossein Yassaie, Ian McWalter and Winston Wong. The committee meets at least twice a year and is responsible for recommending to the Board the policy and structure for the remuneration of the Executive Directors and senior management and approving performance based remuneration. The remuneration committee also fulfils the role of an options committee for the Employee Share Option Scheme and its main duty in this context is to approve the grant of options to relevant employees. The Board has considered the need for an internal audit function but has decided the size of the Group does not justify it at present. However, it will keep the decision under annual review.