The Directors are committed to maintain high standards of corporate governance. The Company, as far as appropriate for a company located in the US and of its size and stage of development, adpots the Quoted Companies Alliance Corporate Governance Code (the “QCA Code“).
Company has adopted an appropriate share dealing code in order to comply with Rule 21 of the AIM Rules for companies relating to directors and applicable employees dealing in the company’s securities. The company takes all reasonable steps to ensure compliance with such by the directors and any relevant employees.
The company has established audit, compensation and nomination committees with formally delegated duties and responsibilities, and with written terms of reference. From, time to time separate committees may be set up by the Board to consider specific issues when the need arises.
The audit Committee will comprise Will Brooke, John Johnston and Art Mandell, with Will Brooke nominated as chair of the committee. The audit committee will assist the Board in discharging its responsibilities, within agreed terms of reference, with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things reviewing terms of engagement of the Company’s auditors, reviewing (in consultation with the auditors) the scope of the audit, receiving and reviewing reports from management and the Company’s auditors relating to half-yearly reports and annual accounts, as well as the Company’s accounting and the internal controls. The audit committee will meet formally not less than twice every year and otherwise as required.
The compensation committee will comprise Will Brooke, Stan Erck and Stark Thompson, and the committee will be chaired by Stark Thompson. The compensation Committee is responsible, within agreed terms of reference, for establishing a formal and transparent procedure for developing policy on executive compensation and setting the compensation packages of individual Directors. This includes recommending to the Board the framework for compensation of the Executive Directors and such other members of the executive management of the Company as it is designated to consider. It is furthermore responsible for recommending the total individual compensation packages of each Director including, where appropriate, bonuses, incentive payments and share options. No Director may be involved in any decision as to his/her own compensation. The compensation committee may also make recommendations to the Board concerning the allocation of incentive payments to employees and the grant of options, if any, to eligible individuals. At Admission, the membership of the compensation committee comprises Will Brooke, Stan Erck and Stark Thompson, and the committee will be chaired by Stark Thompson. The compensation committee will meet not less than twice a year and at such other times as the chairman of the committee shall require.
The nominations committee will comprise Doug Doerfler, Stan Erck and Art Mandell, with Art Mandell nominated as chair of the committee. The nominations Committee is responsible, within agreed terms of reference, for reviewing the structure, size and composition of the Board and recommending to the Board any changes required, for succession planning and for identifying and nominating for approval of the Board candidates to fill vacancies as and when they arise. The committee is also responsible for reviewing the results of the Board performance evaluation process and making recommendations to the Board concerning suitable candidates for the role of senior independent director and the membership of the Board. The nominations committee is responsible, within agreed terms of reference, for reviewing the structure, size and composition of the Board and recommending to the Board any change. The nominations committee will comprise Doug Doerfler, Stan Erck and Art Mandell, with Art Mandell nominated as the chair of the committee. The nominations committee will meet not less than once a year and at such other times as the chairman of the committee shall require.
Terms of reference are available here.