In common with many AIM-listed companies, the executive director and senior management are compensated with share options as well as fees or salary. The Board also retains the discretion to award options to non-executive directors.
While this arrangement is inconsistent with the UK Corporate Governance Code (“the Code”) it serves the purpose of attracting highly experienced directors at a modest cash cost to the business. All directors also from time to time waive some of their fees, to reduce the cash cost to the business, and accept nil value warrants as an alternative. The Board believes that this is the best way to remunerate directors during the formative stage of the Company’s development. Control of management costs will be a priority for the foreseeable future. Director Service Contracts are in place which can be terminated with three months notice.
The Company has a Remuneration Committee, chaired by Peter Taylor, a Founding Shareholder. The committee’s Terms of Reference are based on the ICSA Guidance, modified to reflect the fact that there are currently no independent non-executive directors. The committee will meet at least once per year. The Board believes that all shareholders’ interests are well served by having at present a significant shareholder in charge of the remuneration setting process.