The Company follows a Code of Good Corporate Governance, which stems from the guidelines established by the Organisation for the Cooperation and Economical Development (OCED). 

Board practice

The Board comprises three directors with full or part time executive functions and two non-executive directors. The Company holds at least six board meetings throughout the year at which reports relating to the Group’s operations, together with a finance report, are considered. The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets, major items of capital expenditure and acquisitions.

The Directors seek to comply, as far as is practicable, with the Combined Code in such respects as are appropriate for a company of its size and nature. An audit committee and a remuneration committee (each comprising non-executive directors) have been established.

The audit committee meets at least twice each year. The audit committee is responsible for ensuring that the financial performance of the Company is properly monitored and reported on. It will have the opportunity to meet the auditors without executive Board members being present, and will review reports relating to accounts and internal control systems. The Chairman of the audit committee is John May and the other member is Menno Wiebe.

The Remuneration Committee is responsible for establishing the policies of executive remuneration and determining the remuneration and benefits of the individual executive directors. The Board is responsible for establishing the policies of remuneration and determining the remuneration and benefits of the individual non-executive directors. The members of the Remuneration Committee are John May and Menno Wiebe.

The Board has not established a Nominations Committee as the Board considers that a separately established committee is not warranted and its functions and responsibilities can be adequately and efficiently discharged by the Board as a whole at this stage. The Board assess the experience, knowledge and expertise of potential Directors before any appointment is made and adheres to the principle of establishing a Board comprising Directors with a blend of skills, experience and attributes appropriate to the Group and its business. The main criterion for the appointment of Directors is an ability to add value to the Group and its business. All Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the Company. The Board will review the utility of a Nominations Committee as it enters the next stage of its development, and one will be established if and when considered appropriate by the Board.