Corporate Governance
The Combined Code
Companies that have shares traded on the AIM market of the London Stock Exchange are not required to comply with the disclosures of the Combined Code on Corporate Governance. However, the Board is committed to maintaining the highest standards of corporate governance, where appropriate for a company of its size.
The Board of Directors
The Board currently consists of four executive directors and two non-executive directors. The non-executive directors are free from any relationship with the executive management of the Company and the Board considers that both non-executive directors, other than through their shareholdings, are independent directors. The non-executive directors bring a wide range of skills and experience to the Board and fulfil a vital role in corporate accountability.
The Chairman of the Board is Ms Wallis and Mr Brown is the senior independent non-executive director. Directors' biographies are provided on the Board page.
There were 12 Board meetings during the year. The attendance of the individual directors at the Board Meetings and the Audit and Remuneration Committee Meetings was as follows:
Attendance record at Board meetings and Committees
| Name |
Position |
Board
Meetings |
Audit
Committee |
Remuneration
Committee |
Nomination Committee |
| Ms T A Wallis |
Non-executive Chairman |
12(12) |
2(2) |
6(6) |
n/a |
| Dr T K O'Brien |
Chief Executive Officer |
12(12) |
n/a |
n/a |
n/a |
| Mr P L Clifford |
Finance Director |
12(12) |
n/a |
n/a |
n/a |
| Dr D M Band |
Scientific Director |
11(12) |
n/a |
n/a |
n/a |
| Mr J G Barry |
Sales & Marketing Director |
11(12) |
n/a |
n/a |
n/a |
| Mr I G Brown |
Non-executive Director |
12(12) |
2(2) |
6(6) |
n/a |
Numbers in brackets denote the total number of meetings during the year.
All the directors have access to the advice and services of the Company Secretary, whose appointment and removal is a matter for the Board as a whole. All directors are able to take independent advice in the furtherance of their duties, if necessary, at the Company's expense. The Company Secretary supports both the Board and the Committees.
Under the Company's Articles of Association, all new directors are required to resign and seek re-election at the first Annual General Meeting following their appointment. All directors are required to seek re-election at intervals of no more than three years.
Board evaluation and performance
In February 2010, the Board carried out an evaluation of the performance, functioning and composition of the Board and its Committees. This involved each director completing an evaluation, the results of which were then collated and discussed by the Board and actions were agreed. It is the Board's intention to continue to review annually its performance and that of its Committees.
Committees of the Board
Audit Committee
The members of the Committee are Ms Wallis (Chairman) and Mr Brown. The external auditors also attend meetings. The Committee considers financial reporting and internal controls. It also reviews the scope and results of the external audit and the independence and objectivity of the auditors. It meets at least twice a year and reviews the interim and annual financial statements before they are submitted for approval by the Board. The Committee met twice during the year. The Committee considers annually whether the auditors remain independent for the purposes of the audit. This year the fee for non-audit work is £10,000 against an audit fee of £42,000. The Committee is satisfied that the auditors remain independent for the purposes of the annual audit. The Committee considers that given the size of the Company and its current stage of development a separate internal audit function cannot be justified, but the matter is re-considered annually by the Committee.
Click here to view the Terms of Reference.
Remuneration Committee
The members of the Committee are Ms Wallis (Chairman) and Mr Brown. The Committee reviews and sets the remuneration of the executive directors. It also reviews the policy for the salaries and bonuses of all other staff. It advises on share schemes and approves the granting of share options. The Committee met six times during the year.
Click here to view the Terms of Reference.
Nomination Committee
The members of the Committee are Ms Wallis (Chairman), Mr Brown and Dr O'Brien. The Committee considers, at the request of the Board, candidates for new appointments to the Board and advises on all matters relating to Board appointments. The Committee did not meet during the year.
Click here to view the Terms of Reference.
Relations with shareholders
The Company seeks to maintain and enhance good relations with its shareholders. The Company's interim and annual reports are supplemented by public announcements to the market on technological and commercial progress. All investors have access to up-to-date information on the Company via its website, www.lidco.com, which also provides contact details for investor relations enquiries. All shareholders are invited to make use of the Company's Annual General Meeting to raise any questions regarding the management or performance of the Company.
The Chief Executive, Chairman and Finance Director meet regularly with shareholders and the investing community and report to the Board feedback from those meetings. Both non-executive directors have the opportunity to attend shareholder meetings. The Board is kept informed on market views about the Company.
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