The Directors support high standards of corporate governance and confirm that following Admission the Company intends, where practicable, and having regard to the size and nature of the Company, to comply with the principles of the Combined Code. In addition, the Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally delegated duties and responsibilities. Upon Admission, the Non-executive Directors will be members of each of these committees.
The Audit Committee will be chaired by Jong-Dae Lee and will normally meet not less than three times a year. The Audit Committee has responsibility for, amongst other things, planning and reviewing the Group’s annual report and accounts and interim statements and will involve, where appropriate, the Group’s auditors. The committee will focus particularly on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal controls is maintained. The ultimate responsibility for reviewing and approving the annual accounts and interim statement remains with the Board.
The Remuneration Committee will be chaired by Jonathan Hubbard and will meet twice a year. The Remuneration Committee has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within its agreed terms of reference, the specific remuneration packages for each of the Executive Directors. It will also be responsible for the implementation of the Share Option Plan and will, if appropriate, set the performance conditions to be satisfied before options can be exercised.
The Nomination Committee will be chaired by Jong-Dae Lee and will meet not less than twice a year. The Nomination Committee has responsibility for reviewing the size, structure and composition of the Board, succession planning, the appointment of replacement and/or additional directors and for making the appropriate recommendations to the Board.
The Directors intend to comply with Rule 21 of the AIM Rules relating to directors’ dealings and, in this regard, the Company has adopted a model code for directors’ dealings which is appropriate for an AIM company. The Company will also take reasonable steps to ensure compliance by the Company’s applicable employees and their respective associates.
