Board of Directors’ Responsibilities
The directors are responsible for preparing the financial
statements in accordance with applicable United Kingdom law and
International Financial Reporting Standards (IFRS) as adopted for
use in the European Union.
The directors are required to prepare financial statements for
each financial year which present fairly the financial position of
the group for that period. In preparing those financial statements,
the directors are required to:
- select suitable accounting policies and then apply them
consistently;
- present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
- provide additional disclosures when compliance with the specific
requirements in IFRS is insufficient to enable users to understand
the impact of particular transactions, other events and conditions
on the group's financial position and financial performance;
- state that the group has complied with IFRS, subject to any
material departures disclosed and explained in the financial
statements; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group will continue
in business.
The directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the group and enable them to ensure that the
financial statements comply with the Companies Act 1985 and Article
4 of the IAS Regulation. They are also responsible for safeguarding
the assets of the group and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
Committees Responsibilities
The directors acknowledge the importance of the 'Principles of
Good Governance and Code of Best Practice' published by the London
Stock Exchange (usually described as the 'Combined Code'). This
code is not mandatory for companies listed on the Alternative
Investment Market but the Board is committed to apply it as
appropriate to the company given its size and nature.
The board comprises the independent Non-Executive Chairman, the
CEO, the CFO and two independent Non-Executive Directors. The board
meets regularly, reviewing trading performance, ensuring adequate
funding, setting and monitoring strategy and when appropriate,
reporting to shareholders. To enable the board to discharge its
duties, all directors receive appropriate and timely
information.
The Audit committee comprising P Harkness and V Smith is
responsible for reviewing the group’s accounting and
financial reporting practices and disclosures, its internal
controls, the work of the external auditor and group compliance
with financial policies, regulations and laws.
The Remuneration committee, comprising P Harkness, V Smith and B
Fair, meet as and when necessary to agree the terms of service,
salaries and allocation of share options of the executive
directors.