Combined Code
The directors support high standards of corporate governance. Following
admission of all of the share capital of IdaTech plc (the "Company") to
trading on AIM on 6 August 2007, the directors intend to comply with the
Combined Code on Corporate Governance published by the Financial Reporting
Council and dated June 2006, as amended (the "Combined Code") insofar as
it is appropriate and practicable for a company of its size and nature.
Composition of the Board
The board of directors of the IdaTech plc (the "Board") consists of
the Chairman, two executive directors and four non-executive directors,
including three independent non-executive directors. Save in respect of Michael
Lacey-Solyar, who was nominated by Investec Group Investments (UK) Limited,
IdaTech regards all of its non-executive directors as independent non-executive
directors within the meaning of "independent" as defined in the Combined Code
and free from any business or other relationships which could materially
interfere with the exercise of their independent judgment. The composition of
the Board is not fully Combined Code compliant. However, because the Board
includes three independent non-executive directors in total, the directors
regard this as an appropriate board structure given the size and nature of the
Company.
Responsibilities of the Board
The Board as a whole is responsible for the overall management of the
Company's business. In general, the Board should consider all important
management and policy matters in relation to the Company which should include,
amongst other things, setting the Company's strategic aims, ensuring that the
necessary financial and human resources are in place for the Company to meet its
objectives and review management performance. The Board should also set the
Company's values and standard and ensure that its obligations to its
shareholders and others are understood and met. All directors are expected to
make decisions objectively in the interests of the Company and its shareholders.
All directors will have full and timely access to all relevant
information. The directors may take independent professional advice at the
Company's expense in carrying out their functions, if any such director
reasonably considers it necessary in furtherance of his duties as a director of
the Company.
The Board reserves for its decision all major aspects of
the Company, including, inter alia, the approval and monitoring of all policy
matters, overall strategies, business plans and annual budgets and their
implementation, internal control and risk management systems, material
transactions (in particular those which may involve conflicts of interest),
financial information, major capital expenditure, appointment of directors and
other significant financial and operational matters.
All operational
decisions are delegated to the executive directors. The day-to-day management,
administration and operation of the business is delegated to management.
Management has an obligation to supply the Board and its committees adequate,
complete and reliable information in a timely manner to enable them to make
informed decisions.
Board Meetings
The Board will meet regularly as well as on an
ad hoc basis, as required by business needs. Annual meeting schedules and draft
agenda of each meeting will be made available to directors in advance. Notices
of regular Board meetings will be served to all directors at least 14 days
before the meetings. For other Board and Committee meetings, reasonable notice
will be given.
Board Committees
The Board has established an audit committee, a nominations committee and a
remuneration committee.
The audit committee is chaired by Angus Fraser and its other members are Sir
John Jennings, Alan Lloyd and David Smith. The audit committee meets three or
more times a year and has responsibility for, amongst other things, monitoring
the integrity of the Group's financial statements and reviewing its summary
financial statements. It oversees IdaTech's relationship with its external
auditors and reviews the effectiveness of the external audit process. The
committee gives due consideration to laws and regulations, the provisions of the
Combined Code (insofar as it is appropriate and practicable for a company of the
size and nature of the Company) and the requirements of the AIM Rules. It also
has responsibility for reviewing the effectiveness of the Group's system of
internal controls and risk management systems. The ultimate responsibility for
reviewing and approving the interim and annual financial statements remains with
the Board.
The nominations committee is chaired by Sir John Jennings and its other
members are Angus Fraser, Alan Lloyd and David Smith. The nominations committee
will meet not less than twice a year and has responsibility for making
recommendations to the board of directors on the composition of the board and
its committees and on retirements and appointments of additional and replacement
directors and ensuring compliance with the Combined Code insofar as it is
appropriate and practicable for a company of the size and nature of IdaTech.
The remuneration committee is chaired by David Smith and its other members
are Sir John Jennings, Angus Fraser and Alan Lloyd. The remuneration committee
will meet not less than twice a year and has responsibility for making
recommendations to the Board on the Group's policy on the remuneration of Senior
Management, the determination, within agreed terms of reference, of the
remuneration of the Chairman and of specific remuneration packages for each of
the executive directors and members of senior management including pension
rights and any compensation payments and for the implementation of long-term
incentive plans. The remuneration committee will also ensure compliance with the
Combined Code in this respect insofar as is appropriate and practicable for a
company the size of IdaTech.
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