The Board is committed to maintaining high standards of corporate governance. The Group accepts the principles of good corporate governance as embodied in the Combined Code and applies them taking into account the size of the group.
The Board retains full control of the Group. The full Board meets bi-monthly and is responsible for formulating and monitoring Group strategy, as well as complying with legal, regulatory and corporate governance matters. There is a schedule of matters reserved for the Board. Operational control is delegated by the Board to the Executive Directors.
The Board has established three committees, each with specific terms of reference, as follows:
Remuneration Committee (chaired by Jonathan Freeman)
The Remuneration Committee is responsible for reviewing and recommending all the elements of the policy on the Board's remuneration and for approving all matters relating to the remuneration of executive Directors. It meets at least once per year. The two independent Non-Executive Directors and the Non-Executive Chairman sit on the Committee, and the Chief Executive attends by invitation only.
Audit Committee (chaired by Jonathan Freeman)
The Audit Committee assists the Board in fulfilling its oversight responsibilities, primarily in reviewing and reporting financial and non-financial information to shareholders, systems of internal control and risk management and the audit process. The Committee comprises the two independent Non-Executive Directors and meets at least twice annually. The Finance Director and the external auditor attend meetings by invitation only. The Audit Committee meet privately (without any other Board member present) with the external auditor at least once per year.
Nominations Committee (chaired by Lisa Arnold)
The Nominations Committee is responsible for reviewing the structure, size and composition of the Board, making recommendations to the Board with regard to any changes and identifying and nominating candidates to fill Board vacancies. It meets at least once per year. The two independent Non-Executive Directors and the Non-Executive Chairman sit on the Committee, and the Chief Executive attends by invitation only.
Other governance matters
Futura has introduced a long term incentive scheme for the Executive Directors under which shares may be awarded subject to the achievement of key milestone events at the Company. The Board believes that this Long Term Incentive Scheme ("LTIS") is in the interests of all shareholders as it aligns the interests of the Company's Directors with those of all other shareholders.
As both the Group and good practice in Corporate Governance matters continue to evolve, the Board will continue to review its governance activities and the terms of reference of all the committees.
Page last up-dated: 7 March 2013
Page last reviewed: 7 March 2013