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The Board is responsible for the overall management of the Group and meets regularly to ensure the Company is in compliance with the Combined Code on the principles of good governance and code of best practice published by the Financial Reporting Council.
The Board comprises six directors of whom three are executive and three are non-executive. The Board considers all of the Non-Executive Directors to be independent for the purposes of the Combined Code. However the roles of Chairman and Chief Executive Officer have been combined and are filled by Clifford Elphick. Given the current stage of development of the Group's business, combining the roles of Chairman and Chief Executive is considered by the Board to be appropriate at this time.
In accordance with the requirements of the Combined Code, Roger Davis has been nominated as the senior Non-Executive Director. Furthermore the Board has established audit, remuneration and nomination committees with formally delegated duties and responsibilities within written terms of reference.
In accordance with the Combined Code, the Board has established guidelines requiring specific matters to be subject to decision by the full Board of Directors, including material acquisitions and disposals, investment and capital projects. In addition, the Board has established audit, remuneration and nomination committees with formally delegated duties and responsibilities within written terms of reference.
Audit committee
 Terms of reference audit committee - pdf
The audit committee is chaired by Roger Davis and its other member is Dave Elzas. Both of the members are Non-Executive Directors. The audit committee meets formally at least four times a year and Senior Management, including the Chief Financial Officer, may be invited to attend for all or part of the meetings. The external auditors attend the meetings on a regular basis. The purpose of the audit committee is to assist the Board in discharging its corporate governance responsibilities in relation to the Company's external auditors and to provide assurance regarding the reliability and appropriateness of the disclosure of the financial statements.
Remuneration committee
Terms of reference remuneration committee - pdf
The remuneration committee is chaired by Roger Davis and its other member is Dave Elzas. The remuneration committee meets at least three times a year. Other Senior Management and external advisers may be invited to attend meetings as the remuneration committee considers appropriate. The remuneration committee will consider all material elements of remuneration policy, remuneration and incentives of Executive Directors and senior employees with reference to independent remuneration research and professional advice in accordance with the Combined Code and will make recommendations to the Board on the framework for executive remuneration and its cost.
Nomination committee
Terms of reference nominations committee - pdf
The nomination committee is chaired by Clifford Elphick and its other members are Roger Davis, Gavin Beevers and Dave Elzas. The nomination committee meets at least twice each year. It has responsibility for considering the size, composition and balance of the Board, retirement and appointment of additional and replacement Directors and making appropriate recommendations to the Board.
Health, safety, social and environmental committee
Terms of reference HSSE committee - pdf
The health, safety, social and environmental committee meets four times a year. The HSSE committee is comprised of Gavin Beevers and Graham Wheelock and other Directors or members of management are invited to attend as and when appropriate. The Committee has the responsibility of formulating and recommending to the Board the Company's policy for HSSE issues and for reviewing management investigations of incidents or accidents that occur in order to assess whether policy improvements are required.
The Board has adopted a policy covering dealings in securities by directors and relevant employees. The policy is designed to reinforce to shareholders and the international community that directors and relevant employees are expected to comply with the law and best practice recommendations with regard to dealing in securities of the Company.
Directors and relevant employees must comply with the Model Code on directors' dealings in securities, as set out in the Appendix to Chapter 16 of the Listing Rules of the London Stock Exchange.
In addition to restrictions on dealing in closed periods, a director and relevant employees must not deal in any securities of the Company on considerations of a short-term nature and must take reasonable steps to prevent and dealings by or on behalf of any person connected with him in any securities of the company on consideration of a short -term nature. All dealings by directors in the securities of the company are announced to the market.
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