As a Cayman incorporated company and under the SFM rules for companies, the Company is not required to comply with the Combined Code published by the Financial Reporting Council. The Directors however recognise the importance of maintaining sound corporate governance in the UK and the Cayman Islands and so seek to ensure that the Company adopts policies and procedures which reflect those principles of Good Governance and Code of Best Practice as are appropriate to the Company's size.
The Company has established an Audit Committee, a Nomination Committee and a Remuneration Committee, each with formally delegated duties and responsibilities. The Audit Committee comprises Michael Price and Paul Everitt, the Nomination Committee comprises Robert Ware, Michael Price and Paul Everitt, and the Remuneration Committee comprises Michael Price and Paul Everitt.
The Audit Committee determines the terms of engagement of the Company's auditors and in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company's auditors relating to the interim and annual accounts and the accounting and internal control systems in the Company. The Audit Committee has unrestricted access to, and oversees the relationship with, the Company's auditors.
The Nomination Committee reviews the structure, size and composition required of the Board and makes recommendations to the Board with regard to any changes which may be required. The Nomination Committee is responsible for identifying and nominating candidates to fill Board vacancies when they arise for approval of the Board.
The Remuneration Committee reviews the scale and structure of the Executive Directors and senior employees' remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the Non-executive Directors are set by the Board. No Director or Manager of the Company may participate in any meeting at which discussion or any decision regarding his own remuneration takes place. The Remuneration Committee also administers the annual share option scheme.
The new meeting schedule for each of the Committees supersedes that specified in the Offering Document.