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Incorporated in England and Wales with company registration number 4462555
Authorised Share Capital - The Company does not have an authorised share capital
Issued Share Capital - 320,637,836 ordinary shares of 5 pence each
16 Old Queen Street
London SW1H 9HP
Companies on the AIM Market of London Stock Exchange plc are not required to comply with the UK Corporate Governance Code and due to its size the Company is not in full compliance. The Directors however, support high standards of corporate governance and will progressively adopt best practices in line with the UK Corporate Governance Code, so far as is practicable.
The Board of the Company consists of an Executive Chairman, a Finance Director and four Non-Executive Directors. The Finace Director and two of the Non-Executive Directors are nominees of Energees Management Limited, the majority shareholder of the Company. The composition of the Board ensures that no one individual or group dominates the decision making process.
The Board is responsible to the shareholders for setting the direction of the Company through the establishment of strategic objectives and key policies. The Board meets regularly and considers issues of strategic direction, approves major capital expenditure, appoints and monitors senior management and any other matters having a material effect on the Company.
All Directors have access to management, including the Company Secretary, and to such information as is needed to carry out their duties and responsibilities fully and effectively.
Furthermore, all Directors are entitled to seek independent professional advice concerning the affairs of the Company, at its expense. All Directors are subject to election by shareholders at the first opportunity following their appointment. In addition, Directors will retire by rotation and stand for re-election by shareholders at least once every three years in accordance with the Company’s Articles of Association.
The Remuneration Committee, comprising solely of independent Non-Executive Directors and the Executive Chairman, is responsible for establishing and developing the Company’s general policy on executive and senior management remuneration and determining specific remuneration packages for Executive Directors.
The Remuneration Committee presently comprises Alastair Graham (Committee Chairman), Adrian Coates and Keith Henry.
The Audit Committee, comprising solely of independent Non-Executive Directors and the Executive Chairman, meets not less than twice a year and considers the Company’s financial reporting (including accounting policies) and internal financial controls.
Meetings are normally attended, by invitation, by the Finance Director and a representative of the Auditors.
The Audit Committee presently comprises Adrian Coates (Committee Chairman), Alastair Graham and Keith Henry.
The Directors do not consider that, given the size of the Board, it is appropriate to have a Nomination Committee. The appropriateness of such a Committee, will however be kept under regular review by the Company.
The Directors are responsible for the Group’s system of internal control and reviewing its effectiveness. Any such system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
Internal controls and business risks are monitored through regular Board meetings.
Code of Conduct
The Group maintains an Anti-Bribery and Corruption Policy in relation to its compliance with the Bribery Act 2010, which sets out the high ethical standards required of the Group’s staff in the course of carrying out its business activities regarding dealing with gifts, hospitality, corruption, fraud, the use of inside information and whistle-blowing.
Communication with Shareholders
The Board recognises that it is accountable to shareholders for the performance and activities of the Company and the Group.
The Annual General Meetings of the Company provide an opportunity for the Directors to present to the shareholders a report on current operations and developments and enable the shareholders to express their views about the Company’s business.
The Annual Reports and Accounts together with other information about the Group are available in the News section of this website.
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