Whilst Spitfire Oil is not subject to the Combined Code applicable to companies listed on the Official List, the Directors recognise the importance of sound corporate governance. Spitfire Oil intends to comply with the Corporate Governance Guidelines for AIM Companies as published by the Quoted Companies Alliance (as far as applicable).
The Directors have established an Audit Committee, Remuneration Committee and Nominations Committee, each with formally delegated rules and responsibilities. Each of the committees currently comprises the non-executive Directors and will meet at least twice each year in respect of the Audit Committee and once per year in respect of each of the Nominations Committee and Remuneration Committee.
Spitfire Oil will hold at least 4 board meetings each year. The Board is responsible for formulating, reviewing and approving the Groupís strategy, budgets, major items of capital expenditure and acquisitions.
The Audit Committee will be responsible for ensuring that the financial performance of the Company is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. It will meet once a year with the auditors without executive board members present. The Audit Committee will comprise the non-executive Directors of the Company and will be chaired by Roger Goodwin.
The Remuneration Committee will review the performance of the executive Directors and will set and review the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the Remuneration Committee will seek to attract and retain executives of the highest calibre. The Remuneration Committee will also make recommendations to the Board concerning the allocation of share options to employees. No Director will be permitted to participate in discussions or decisions concerning his own remuneration. The Remuneration Committee will comprise the non-executive Directors and will be chaired by Malcolm Randall.
The Nominations Committee will meet as required for the purpose of considering new or replacement appointments to the Board. The Nominations Committee will comprise the non-executive Directors of the Company and will be chaired by Rupert Crowe. The Company has adopted a share dealing code for Directorsí and employeesí share dealings which are appropriate for an AIM quoted company. The Directors will comply with Rule 21 of the AIM Rules relating to Directorsí dealings and in addition will take all reasonable steps to ensure compliance with the code by the Groupís applicable employees.