It is the Board’s intention that, in so far as it is practicable and taking into account the size and nature of the Company, it will comply with The Combined Code on Corporate Governance published in July 2003 by the Financial Reporting Council (the “Combined Code”). Where full compliance is not appropriate due to the size of the Group, the Directors will follow guidance issued by the Quoted Companies Alliance. 2e2 has three Non executive Directors who are independent of the Group’s management and who contribute an objective view in respect of the Group’s operations. The Board has established an audit committee and a remuneration committee to each of which duties and responsibilities have been formally delegated.
The Audit Committee is chaired by Graham Love and also has John Loveland and Matthew Collins on it. The audit committee is primarily responsible for ensuring that the financial performance of the Company is properly measured and reported on and will review any reports from the management and the auditors regarding the accounts and the internal control systems implemented throughout the Group and will consider draft interim and annual accounts. It will also make recommendations to the Board on the appointment of the auditors and the audit fee. The audit committee has unrestricted access to the Group’s auditors.
The Remuneration Committee is chaired by John Loveland and also has Graham Love and Matthew Collins on it. The remuneration committee will be responsible for making recommendations to the Board on remuneration policy for the Company’s Executive Directors and the terms of their service contracts, with the aim of ensuring that their remuneration, including share options and awards under the Share Option Schemes, is based both on their own performance and that of the Group generally. The remuneration committee will also administer and establish performance targets for the Share Option Schemes and approve grants or awards under them. In addition, it will advise on the remuneration policy for the Group’s employees. In exercising this role, the terms of reference of the remuneration committee will require it to comply with the Code of Best Practice published in the Combined Code.