The Company intends where practicable, having regard to the current stage of development of the Group, to comply with the principal recommendations of the Combined Code.
The Combined Code recommends that non-executive directors should comprise at least half of the Board and that there should be a senior independent non-executive director. However, the Combined Code recognises that an entity of the Company's size should have at least two independent non-executive directors. The Combined Code provides that the Board should determine whether a director is independent in character and judgment and whether there are any relationships and circumstances which are likely to affect, or could appear to affect, the director's judgment. In accordance with the Combined Code, the Board has determined that Ian Gilham, Robert Nolan and Roger Lloyd are independent. Ian Gilham is the senior independent non-executive director.
The Board has an established an Audit Committee, Remuneration Committee, Nomination Committee and Administrative Committee, each with formally delegated duties and responsibilities.
The Audit Committee will receive and review reports from the management and the Company's auditors relating to annual and interim accounts and the accounting and internal controls in place throughout the Group. The Audit Committee will have unrestricted access to Epistem's auditors. The members of the Audit Committee will be Ian Gilham and Robert Nolan.
The Remuneration Committee will review the scale and structure of the executive directors' and senior management's remuneration and the terms of their service contracts. The remuneration and terms of appointment of the non-executive directors will be set by the Board. The Remuneration Committee will also approve the issue of share options under the Epistem Share Option Schemes. The membership of the Remuneration Committee comprises Ian Gilham, Robert Nolan and Roger Lloyd.
The Nomination Committee will have responsibility for reviewing the size, structure and composition of the Board, retirements and appointments of replacement and additional directors and making appropriate recommendations in this regard to the Board. The membership of the Nomination Committee comprises Ian Gilham, Robert Nolan and Roger Lloyd.
The Administrative Committee will deal with minor administrative matters, any two directors may form a quorum for this committee.
The Company will operate a share dealing code for the directors on the basis set out in the Listing Rules.
19 January 2018
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