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Corporate Governance

The Board recognises the importance of sound corporate governance and that it is accountable to its shareholders in this regard. While there is no distinct Irish corporate governance regime for companies whose shares are traded on the AIM and ESM markets the directors have provided the following disclosures in relation to Corporate Governance having regard to the Company's size and the markets on which its shares are traded.

The Board

The Board currently comprises the non executive Chairman, three executive and three other non-executive directors. The Board considers all non-executive directors capable of exercising independent judgement.

Enhanced and effective governance is achieved by the separation of the roles of Chairman and Chief Executive Officer. The Board is responsible for setting the strategic direction and for providing leadership and control of the Company and Group.

The Board has reserved to itself decision making in the areas of:

Continuity or alteration of strategic direction of the Group
Appointment or dismissal of the Chief Executive Officer and recommendation for appointment or dismissal of any member of the Board
Director and senior executive management succession planning
Policy on remuneration for executive directors and senior management
The issue of shares and debentures
Approval of borrowing facilities
Approval of budgets
Authorisation of major capital expenditure, acquisitions and disposals
Dividend policy

Certain matters are delegated to Board committees, the details of which are set out below. Written terms of reference of all committees have been established.

The Chairman is responsible for the operational efficiency of the Board and for ensuring that all directors have full and timely access to the information necessary to enable them to discharge their duties. The Board has delegated responsibility for the day-to-day management of the Group, through the Chief Executive Officer, to executive management.

The directors have full access to the advice and services of the Company Secretary, who also acts as secretary to all of the Board committees, is responsible to the Board for ensuring that Board procedures are followed and ensuring compliance with applicable rules and regulations. The directors also have access to independent professional advice, at the Group’s expense, if and when required.

On appointment to the Board, non-executive directors are provided with a comprehensive introduction to the Group’s operations, including the opportunity to visit sites and meet with key management.

All directors are required to retire by rotation in accordance with the Company’s Articles of Association. At every Annual General Meeting of the Company, as nearly as possible one-third will retire by rotation. The directors to retire are those who have been longest in office. A retiring director shall be eligible for re-election.

Meetings of directors are held regularly, usually on a monthly basis. The Board has established an Audit Committee and a Remuneration Committee. The Board does not have a formal Nominations Committee and considerations of appointments are made by the Board.