Corporate Governance

The Directors are committed to maintaining a high standard of corporate governance and consider that the Group complies with the provisions set out in the Combined Code.

The Directors have established an Audit Committee and a Nomination Committee, each of which will comprise non-executive directors of the Company, which will have formally delegated duties and responsibilities. As none of the Directors are employees of the Company, no remuneration committee has been established. The Board will undertake an annual review of the remuneration of each Director, with no individual Director taking part in discussions concerning himself.

The Audit Committee will be chaired by Richard Midmer. It will meet at least twice each year and will be responsible for maintaining the quality of internal control, ensuring that the financial performance of the Company is properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls.

The Nomination Committee will be chaired by Duncan Watt. It will consider the size, structure and composition of the Board and also retirements and appointments of additional and replacement directors of the Company and will make recommendations to the Board.

The Board intends to review regularly key business and financial risks facing the Group in the operation of its business.

The terms of reference of the Board's Committees can be found below.

Audit Committee (.pdf)
Nomination Committee (.pdf)