Corporate Governance

The Board fully supports the underlying principles of corporate governance contained in the Combined Code, notwithstanding that, as its securities are not listed on the Official List, it is not required to comply with such recommendations. It has sought to comply with the provisions of the Combined Code, insofar as is practicable and appropriate for a public company of its size and nature, and recognises its overall responsibility for the Company’s systems of internal control and for monitoring their effectiveness.

The main features of the Company’s corporate governance procedures, which do not constitute full compliance with the Combined Code, are as follows:

  • the Board has an independent non-executive director who takes an active role in board matters;
  • the Company has an audit committee and a remuneration committee, each of which consists of all the directors. The audit committee has unrestricted access to the Company’s auditors and ensures that auditor independence has not been compromised;
  • all business activity is organised within a defined structure with formal lines of responsibility and delegation of authority, including a schedule of ‘‘matters referred to the board’‘; and
  • regular monitoring of key performance indicators and financial results together with comparison of these against expectations.

Audit Committee
Members: Rodney Mann, Euan McAlpine
Chair: Rodney Mann
The Audit Committee meets at least twice a year and any other time as required by the chairman of the Committee, the finance director of the Company or the external auditors of the committee. In addition, the Committee shall meet with the external auditors of the Company (without any of the executives attending) at least once a year.

The Committee is responsible for ensuring that the financial performance, position and prospects of the Company are properly monitored and reported on and for meeting with the auditors and reviewing their reports relating to accounts and internal controls.

Remuneration Committee
Members: Rodney Mann, Euan McAlpine
Chair: Rodney Mann
The Remuneration Committee meets at least twice a year and any other times as required by either the chairman of the Committee, the finance director of the Company or the external auditors of the Company.

The Committee reviews the performance of executive Directors and sets their renumeration, determines the payment of bonuses to executive Directors and considers the future allocation of share options to Directors and employees.

Nominations Committee
Members: Rodney Mann, Simon Beart, Euan McAlpine, Piers Wilson, Jamie Reynolds
Chair: Rodney Mann
The Nominations Committee is comprised of the full Board and will meet to approve nominations of new Directors to the Board.

This information is published in accordance with AIM Rule 26, as stipulated by the London Stock Exchange. For further information on Managed Support Services’ AIM Rule 26 compliance, please email aimrule26@mssplc.com.

This information was last updated on 15 July 2010.