Corporate governance
The Directors support high standards of corporate governance and confirm that, following Admission, Stem Cell Sciences intends, where appropriate for a company of its size, to comply with the main provisions of the Combined Code.
The Company has adopted and operates a share dealing code for Directors and senior employees on substantially the same terms as the Model Code appended to chapter 16 of the Listing Rules of the UK Listing Authority.
The Board has established an Audit Committee, a Remuneration Committee and Nomination Committee.
The Audit Committee, which consists of all the non-executive Directors, with the exception of Mr David Dodd, who has a standing invitation to attend meetings, will meet at least twice a year. The Audit Committee is responsible for ensuring that the financial performance of the Group is properly monitored, controlled and reported on. It will also meet the auditors without executive Board members being present and review reports from the auditors relating to accounts and internal controls systems. The committee will also recommend the appointment of, and will review the fees of, the external auditors.
The Remuneration Committee, which comprises all non-executive Directors, with the exception of Mr David Dodd, who has a standing invitation to attend meetings will meet at least twice a year. The Remuneration Committee is responsible for reviewing the performance of the Executive Directors and setting the scale and structure of their remuneration on the basis of their service agreements with due regard to the interests of shareholders. The Remuneration Committee will also make recommendations to the full Board concerning the allocation of share options to employees. The Remuneration Committee will also administer the Share Option Schemes and will be responsible for setting any performance criteria in relation to the exercise of options granted under the Share Option Schemes. No Director will be permitted to participate in discussions or decisions concerning his own remuneration.
The Nomination Committee, which comprises all non-executive Directors, with the exception of Mr David Dodd, who has a standing invitation to attend meetings, is chaired by Mr Les Webb will meet at least twice a year. The committee will consider the size, structure and composition of the Board, retirements and appointments of additional and replacement Directors and make appropriate recommendations to the Board.