The Board of Directors, so far as it is practicable and to the
extent appropriate, having regard to the size of the Company,
intends to continue to comply with the main provisions of the
principles of good corporate governance and the code of best
practice appended to the Listing Rules (the "Combined Code").
The Board holds regular meetings and is responsible for
formulating, reviewing and approving the Group's strategy, budgets,
major items of capital expenditure and similar personnel
appointments.
The Board has established a Remuneration Committee consisting of
all current non executive directors. It reviews the performance of
executive directors and sets the scale and structure of their
remuneration and other terms of their service agreements with due
regard to the interests of shareholders. In exercising this role,
the Committee's Terms of Reference require it to comply with the
relevant provisions of the Code of Best Practice in the Combined
Code.
The Board has also established an Audit Committee which consists
of all current non executive directors. It assists the Board in
meeting its responsibilities in respect of external financial
reporting and internal controls. The Audit Committee also keeps
under review the scope and results of the audit. It also considers
the cost-effectiveness, independence and objectivity of the
auditors, taking into account the non-audit services provided by
them. The executive directors and external auditors normally attend
meetings by invitation.