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Corporate Governance

The Company recognises the importance of good corporate governance. As such the Company is guided by the principles and provisions of the Combined Code and the recommendations of the Higgs Report are followed to the extent that the Directors consider appropriate for a public company of its size and nature. Accordingly, the Company has established an audit committee and a remuneration and nominations committee.

In April 2009 Lynton Barker was appointed as independent Non-executive Chairman. His predecessor as Chairman was Peter Morgan, who continues as a Board Member alongside Alastair Gordon, both as independent Non-executive Directors.

The audit committee comprises Lynton Barker, Peter Morgan and Alastair Gordon,  and is chaired by Mr Gordon. Executive Directors will be involved as deemed appropriate. The audit committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, and for reviewing the auditors’ reports relating to accounts and internal control systems.

The remuneration and nominations committee comprises Lynton Barker, Peter Morgan and Alastair Gordon and is chaired by Mr Barker. Executive directors will be involved as deemed appropriate. The remuneration and nominations committee meets three times per annum, or as required,  and is responsible for the review and recommendation of the scale and structure of remuneration for Executive Directors and senior management, including the award of share options, and will review any appointments to the Board which may be considered in future. The remunerations and nominations committee additionally has oversight responsibility across all reward structures and programmes at Active Risk.