Committees of the Board
The board has two committees, being the Audit Committee and the Remuneration Committee, each of which operate within defined terms of reference.
Audit Committee
The purpose of the Audit Committee is to provide formal and transparent arrangements for considering how to apply the financial reporting and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Group's auditors.
The audit committee is chaired by Nigel Moore and its membership comprises all three non-executive Directors and both executive Directors, by invitation.
The committee meets on a bi-annual basis and its terms of reference give the committee responsibility for:
- Monitoring the integrity of the financial statements of the Group, and any formal announcement relating to financial performance;
- Reviewing significant financial reporting judgements and accounting policies;
- Reviewing the effectiveness of the Group's financial reporting and internal control systems;
- Considering, and making recommendations to the Board in relation to appointment, reappointment and removal of the Group's auditors;
- Monitoring the external auditor's independence and effectiveness;
- Considering the requirements of the AIM rules.
The Committee does not consider that an internal audit function is yet required for the Group due to the size of the business.
The audit committee has responsibility for monitoring the independence of the Group's auditors, Grant Thornton UK LLP ("Grant Thornton"). The Group used Grant Thornton for non-audit matters such as tax compliance. In accordance with auditing standards, Grant Thornton has advised the Group in writing that the firm is independent within the meaning of regulatory and professional requirements and that the objectivity of the engagement partner and audit staff is not impaired. Having reviewed that opinion, the Board believes that the continuing provision to the Group of both audit and non-audit services has not compromised the independence of the auditors in relation to their audit of the affairs of the Company and the Group.
Remuneration Committee
The remuneration committee has formal terms of reference which are approved by the Board. Its principle responsibility is to determine the framework or broad policy for the remuneration of the executive Directors, to consider and determine all elements of their remuneration of those Directors and to review Board performance. No Director takes part in any discussion concerning his own position. The committee also determines and recommends the grant of share options under the Company's Share Plan.
In addition to the executive and Directors' remuneration, the remuneration committee's terms of reference also extend to the Directors of the subsidiary companies.
The remuneration committee comprises Douglas Benjafield as Chairman, Nigel Moore and Ian Hislop.
