The Directors recognise the value and importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the main provisions of the Combined Code. The Company also proposes to follow the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM.
The Board has established an audit committee and a remuneration committee with formally delegated responsibilities.
The remuneration committee is chaired by Andy Green. Its other members are Paul Walsh, Peter Reed and Michael Leitner. The remuneration committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The remuneration committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the non-executive directors of the Company are set by the Board.
The audit committee is chaired by Paul Johnson. Its other members are Richard Mastoloni, Andy Green and Craig Chobor. The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Avanti Communications Group. The audit committee meets at least twice a year and has unrestricted access to the Company’s auditors.
The Nominations Committee is comprised of Paul Walsh and Andy Green. The Nominations Committee meets as and when necessary and has responsibility for nominating to the Board candidates for appointment as Directors, bearing in mind the need for diversity and a broad representation of skills across the Board.
The Board intends to comply, and procure compliance with, Rule 21 of the AIM Rules relating to dealings by directors and other applicable employees in the Company’s securities and, to this end, the Company has adopted an appropriate share dealing code.