Corporate Governance

Corporate Governance

In formulating the Group's corporate governance procedures the Board of Directors takes due regard of the principles of good governance set out in the Revised Combined Code issued by the Financial Reporting Council in June 2006 (as appended to the Listing Rules of the Financial Services Authority) as varied by the recommendations on corporate governance of the Quoted Companies Alliance (QCA) for companies with shares traded on the AIM Market of the London Stock Exchange and the size and development of the Group.
 
The Board of the Company is made up of the Chairman (who is an independent non-executive director), three executive directors and two independent non-executive directors. It is the Board's policy to maintain independence by having at least two independent non-executive directors.
 
The directors have formed, and have adopted terms of reference for, an audit committee, a remuneration committee, a nomination committee and an investor relations / public relations committee.  The Combined Code requires that all the members of the audit committee and remuneration committee and a majority of the members of the nomination committee should be independent non-executive directors.

Committees of the Directors

Audit committee

The audit committee is chaired by Charles de Chezelles and its other member is Nicholas Clarke. It will normally meet not less than four times a year. This committee will be comprised exclusively of non-executive directors. The audit committee has responsibility for, amongst other things, the planning and review of the Group’s annual report and accounts and half-yearly reports and the involvement of the Group’s auditors in that process. The committee focuses in particular on compliance with legal requirements, accounting standards and the AIM Rules and on ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The terms of reference of the audit committee cover such issues as membership and the frequency of meetings, as mentioned above, together with the role of the secretary and the requirements of notice of and quorum for and the right to attend meetings. The duties of the audit committee covered in the terms of reference are: financial reporting, internal controls and risk management systems, whistle blowing, internal audit, external audit, and reporting responsibilities. The terms of reference also set out the authority of the committee to exercise its duties.

Remuneration committee

The remuneration committee is chaired by Nicholas Clarke and its other members are Charles de Chezelles and Teck Soon Kong. It will normally meet not less than twice a year. This committee will be staffed exclusively by non-executive directors. The remuneration committee has responsibility for making recommendations to the Board in respect of the Group’s policy on the remuneration of certain senior executives (including senior management), the implementation and operation of share incentive schemes and for the determination, within agreed terms of reference, of specific remuneration packages for each of the executive directors, including pension rights and any compensation payments.
 
The terms of reference of the remuneration committee cover such issues as membership and frequency of meetings, as mentioned above, together with the role of secretary and the requirements of notice of and quorum for and the right to attend meetings. The duties of the remuneration committee covered in the terms of reference relate to the following: determining and monitoring policy on remuneration, early termination, performance related pay, pension arrangements, authorising claims for expenses from the chief executive and chairman, reporting and disclosure, and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to exercise its duties.

Nomination committee

The nomination committee is chaired by Teck Soon Kong and its other members are Charles de Chezelles and Serikjan Utegen. It will normally meet twice a year. This committee will always have a majority of independent non-executive directors. The nomination committee has responsibility for regularly reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations to the Board with regard to any changes. Its duties include: giving full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future and reporting to the Board regularly; identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise, save that appointments as Chairman or Chief Executive should be matters for the whole Board; and, before any appointment is made by the Board, evaluating the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation preparing a description of the role and capabilities required for a particular appointment. The nomination committee will also make recommendations to the Board as to the composition of the audit and remuneration committees..
 
The terms of reference for the nomination committee also cover such issues as the role of the secretary, notice of and quorum for and the right to attend meetings, as well as the reporting responsibilities of the committee and the authority of the committee to exercise its duties.

Investor Relations / Public Relations (“IR/PR”) committee

The IR/PR committee is chaired by Nurdin Damitov and its other members are Charles de Chezelles and Donald Sinclair. It will normally meet not less than two times per year.  The IR/PR committee has responsibility for reviewing the investor relations and public relations aspects of the Company including, reviewing and releasing certain press announcements, reviewing the performance of IR/PR advisers, developing an IR/PR budget and making recommendations to the Board with regards to the appointment of IR/PR advisers (including brokers).
 
The terms of reference for the IR/PR committee also cover such issues as the role of the secretary, notice and quorum for and the right to attend meetings, as well as the reporting responsibilities of the committee and the authority of the committee to exercise its duties.