The Directors recognise the importance of sound corporate governance and intend to comply with the Corporate Governance Guidelines, to the extent appropriate for a company of its nature and size.
The Corporate Governance Guidelines were devised by the Quoted Companies Alliance ("QCA"), in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. An alternative code was proposed because the QCA considered the Combined Code to be inappropriate to many AIM companies.
The Corporate Governance Guidelines state that, "The purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term." The Board will meet at least quarterly to review the Group's strategy and oversee the Group's progress towards its goals. The Board has established Audit and Remuneration Committees, further details of which are set out below. Given the compact size of the Board, the Directors do not believe that there is a requirement to form a Nomination Committee.
The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Kenneth Watterson and its other members are Michael Kloter and David Fisher. The Audit Committee meets at least twice a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. As a result of the Group’s special situation pedigree the Audit Committee serves as an additional independent reviewing body of valuations creating a best in class control for executive management.
The Remuneration Committee is chaired by Michael Kloter and its other members are Kenneth Watterson and David Fisher. It meets not less than two times a year. Executive Directors may attend meetings at the Committee's invitation and may participate in decisions not relating to the remuneration of the Executive Directors. Kyriakos Rialas (CEO) and Andreas Rialas (CIO) participate in discussions relating to the remuneration of senior executives at the invitation of the Remuneration Committee.
The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Group's policy on the remuneration of senior executives and specific remuneration packages for Executive Directors and, exceptionally, other senior management, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the Share Option Plan. The remuneration of non-executive Directors is a matter for the board. No Director may be involved in any discussions as to his own remuneration.