Corporate Governance
AgCert intends, where appropriate for a Company of its size, to comply with the main provisions of the principles of good governance and code of best practice set out in the Combined Code.
The Board includes five Non-executive Directors of whom Peter Murray is designated as the senior Non-executive Director. The Board has identified that Merrick Andlinger and Bill Haskell, due to their interests in the shareholdings of ACIII and XLTechGroup, are not considered to be independent.
The Board has established Executive, Audit, Nominations and Remuneration Committees.
The Executive Committee is responsible for overseeing the Group’s operations. This committee consists of Merrick Andlinger, Bill Haskell, Peter Murray and Paul D’Alton.
The Audit Committee is responsible for monitoring the quality of internal control and ensuring that the financial performance of the Group is properly measured and reported on and for reviewing reports from the Group’s auditors relating to the Group’s accounting and internal controls. The Audit Committee consists of Peter Murray as Chairman, Sir Robert Malpas and Dr. Franz Fischler.
The Nomination Committee is responsible for providing formal, rigorous and transparent procedures for appointing new directors to the Board. The Nomination Committee consists of Sir Robert Malpas as Chairman, Merrick Andlinger and Peter Murray.
The Remuneration Committee is responsible for determining the terms and conditions of service, including the remuneration and grant of options to executive Directors under the Share Plan. The Remuneration Committee consists of Sir Robert Malpas as Chairman, Peter Murray and Dr Franz Fischler.
A statement describing the Company’s corporate governance procedures will be included in the Company’s annual report for the year ending 31 December 2005.
The Group has a Code of Ethics Policy which sets out the conduct expected of all Directors and employees. The conduct of the Group and its employees is to be in compliance with the laws and regulations relating to the Group’s business, and all are expected to adhere to sound moral and ethical standards.