The Directors are committed to maintaining high standards of corporate governance. The Directors have established procedures, so far as is practicable, given the Company’s size, to comply with the Combined Code as modified by the recommendations of the Quoted Companies Alliance. The Company has adopted and operates a share dealing code for Directors and senior employees on substantially the same terms as the Model Code appended to the Listing Rules of the UKLA.
The Board meets regularly throughout the year. To enable the Board to perform its duties, each of the Directors has full access to all relevant information and to the services of the Company Secretary. If necessary the non-executive Directors may take independent professional advice at the Company’s expense. The Board currently includes three non-executive Directors. The Board has delegated specific responsibilities to the committees described below.
The Audit Committee
The Company has established an Audit Committee, which comprises three directors, Mr Lee Oi Hian, Ms Yap Miow Kien, and is chaired by Mr Michael Frayne. The Audit Committee meets at least twice each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The Audit Committee is responsible for monitoring the quality of internal controls and for ensuring that the financial performance of the Company is properly monitored, controlled and reported on. It reviews a wide range of matters, including half-year and annual results before their submission to the Board. It also meets the Company’s auditors without executive Board members being present and reviews reports from the auditors relating to accounts and internal control systems.
The Remuneration Committee
The Company has established a Remuneration Committee, which comprises three directors, Mr Michael Frayne, Ms Yap Miow Kien, and is chaired by Mr Lee Oi Hian. The Remuneration Committee reviews the performance of the executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the Remuneration Committee seeks to enablethe Company to attract and retain executives of the highest calibre. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options, bonus schemes, pension rights and compensation payments. No Director is permitted to participate in discussions or decisions concerning their own remuneration.
The Nominations Committee
The Company has established a Nominations Committee, which comprises three Directors, Mr Michael Frayne, Ms Yap Miow Kien, and is chaired by Mr Lee Oi Hian. The Nominations Committee meets at least two times a year, and may meet at other times during the year as required. This committee regularly reviews the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and makes recommendations to the Board with regard to any changes. In addition, it gives full consideration to succession planning for Directors and other senior executives, and is responsible for identifying, evaluating and nominating Board candidates. It also reviews annually the time required from non-executive Directors.