Whilst no corporate governance code has been formally adopted and compliance with the UK Corporate Governance Code is not compulsory for AIM companies, the Directors recognise the importance of sound corporate governance. The Directors can therefore confirm that they comply with the QCA Corporate Governance Code (as devised by the QCA in consultation with a number of significant institutional small company investors), to the extent appropriate and practicable for a company of its nature and size.
The Board meets regularly to review, formulate and approve the mporium Group’s strategy, budgets, and corporate actions and oversees the mporium Group’s progress towards its goals. It has established audit and remuneration committees with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
The Audit Committee will assist the Board in discharging its responsibilities, within agreed terms of reference, with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the mporium Group’s annual financial statements, reviewing and monitoring the extent of the non audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the mporium Group’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.
Membership of the Audit Committee comprises the two independent non-executives and it is chaired by Nigel Walder. The Audit Committee will meet formally not less than three times a year and otherwise as required.
The Remuneration Committee is responsible, within agreed terms of reference, for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the Chief Executive Officer, all other executive directors, the company secretary and such other members of the executive management of the mporium Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. No Director may be involved in any decision as to their own remuneration.
The membership of the Remuneration Committee comprises the two independent non-executive directors and is chaired by Aidan Casey. The Remuneration Committee will meet not less than twice a year and at such other times as the chairman of the committee shall require.