Terms of Reference: applicable to all Board Committees
A Committee may, at its discretion:
- Seek information or assistance from any Company employee as necessary to achieve its purposes and meet its responsibilities
- Obtain independent advice, whether legal, financial or other professional advice, on any matter at the Company’s expense if it believes it reasonably necessary to do so
- Request any Company employee to attend a meeting of the Committee.
The Chair of the Committee should attend the AGM to answer any questions raised by shareholders on the Committee’s responsibilities and activities.
Each Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
The Company Secretary may act as secretary for a meeting of any Committee when requested to do so by the Chair of that Committee.
Meetings may be called by the Company Secretary or at the request of any of the Committee’s members. Unless agreed otherwise, notice of each meeting shall confirm the venue, time and date together with an agenda of items to be discussed and shall be made available to all of the members of the Committee at least seven days prior to the date of the meeting. Any supporting papers should be sent to the Committee members at the same time.
Each Committee will give due consideration to all relevant laws and regulations, the UK Corporate Governance Code and the AIM Rules.
Each Committee will conduct a periodic review of its performance and will review its terms of reference at least annually. Each Committee shall report to the Board with a summary of any performance review and any proposed changes to its terms of reference.
Each Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
Each Committee shall produce a report to be included in the Company’s annual report about its activities, the process used to make appointments and explain if external advice or open advertising has not been used.