The Board comprises two Directors with executive functions and four Non-executive Directors. The Group will hold at least four Board meetings throughout the year at which reports relating to the Group’s operations, together with finance reports, will be considered. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions.
The Company operates with a remuneration committee, an audit committee, a nomination committee and a health and safety committee.
Remuneration Committee
The remuneration committee comprises Robert Carroll, Michael Proffitt and Mark Savage, and is chaired by Robert Carroll. It will meet at least twice a year and will review the performance of Executive Directors and, within agreed terms of reference, set the scale and structure of their remuneration including pension rights, the Group’s policy on compensation of the Executive Directors and the basis of their service agreements with due regard to the interests of shareholders. The remuneration committee also administers the Company's share incentive schemes. No Director will participate in discussions or decisions concerning his own remuneration.
Audit Committee
The audit committee comprises Michael Proffitt, Mark Savage and Robert Carroll, and is chaired by Michael Proffitt. It will meet at least twice a year and will be responsible for, amongst other things, ensuring that the financial performance of the Group is properly reported and monitored, focusing particularly on compliance with legal requirements, accounting standards and relevant regulatory requirements. It is also responsible for reviewing the auditors' reports relating to the accounts and internal control systems. The audit committee will also meet the auditors at least once a year and will review the reports from the auditors relating to accounts and internal control systems.
Nomination Committee
The nomination committee comprises Alan Burns, Michael Proffitt and Robert Carroll, and is chaired by Alan Burns. It will meet at least twice a year and assist the Board in fulfilling its responsibilities in the search for and evaluation of potential new directors and ensuring that the size, composition and performance of the Board is appropriate for the scope of the Company’s activities. It is recognised that shareholders of the Company have the ultimate responsibility for determining who should represent them on the Board.
Health and Safety Committee
The Company has also established a health and safety committee which comprises Alan Burns and Paul Crevello.
