The board currently comprises seven directors - three executive and four non-executive. In addition to the executive directors' responsibilities set out in their service agreements, all the directors have specific responsibilities under the AIM rules for companies and the Companies Act to manage the affairs of the Company.
The board reserves to itself a range of key decisions to ensure it retains proper direction and control of the Company, whilst delegating authority to individual directors who are responsible for the day-to-day management of the business. All major and strategic decisions of the Company are made in the United Kingdom. The executive and non-executive directors have discussions on an informal, yet frequent, basis to review progress against budget and other business issues.
The board meets formally at least quarterly and is provided with information which includes executive operating reports, management accounts and budgets. All directors have access to the advice and services of the company secretary and can also seek independent professional advice, if necessary, at the Company's expense. Currently, the board retains Peel Hunt as the Company's nominated adviser. The board additionally receives advice from independent professionals on legal matters, corporate public relations, taxation and the valuation of the Group's property assets.
The Company does not currently have a nominations committee. Any new appointments to the board are discussed at a full board meeting and each member of the board is given the opportunity to meet the individual concerned prior to an appointment being made.
Chairman and chief executive
The board has decided that the most appropriate structure is for there to be a chairman who acts in an executive capacity, but on a part-time basis, together with a chief executive. Given the current structure and composition of the board, the role that the executive chairman performs (which is not that of CEO), the size of the Group, the size of the shareholdings which directors hold in the Company and the active dialogue with institutional shareholders that takes place throughout the year, the board considers that a non-executive chairman would not provide any further benefit to the Company.
The board attaches great importance to communications with both institutional and private shareholders. The board actively meets with major shareholders to update them on the progress of the Group and discuss any areas of concern that they may have. Any issues raised by major shareholders are discussed by the board as a whole. This is not always possible with private shareholders but the annual general meeting provides an opportunity for private shareholders to raise any issues and discuss the development of the business.
The board undertakes an annual review of the effectiveness of the Group systems of internal financial control. The board of directors has overall responsibility for the Group's systems of internal controls, including financial, operational and compliance, which are designed to provide reasonable, but not absolute, assurance against material misstatement or loss. The controls are used in identifying, evaluating and managing significant risks of the Group on an ongoing basis.
Accountability and audit
The board believes that the annual report and financial statements play an important part in presenting all shareholders with an assessment of the Group's position and prospects. This is achieved in the annual report by the chairman's statement and the strategic report, which contain a detailed consideration of the Group's financial position and prospects.
Company law requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group and of the Company and of the profit or loss of the Group for that period. In preparing those financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts;
- prepare the financial statements on the going-concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose, with reasonable accuracy at any time, the financial position of the Group and of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Company's website.