Investor information

Corporate Governance

The Combined Code on Corporate Goverance published in June 2006 by the Financial Reporting Council (the ‘‘Combined Code’’) recommends that, in the case of smaller companies incorporated in England and Wales which are below the FTSE 350, at least two non-executive members of the board of directors should be independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgment. The Directors expect the Company to be classified as a smaller company for the purposes of the Combined Code and, accordingly, consider that full compliance with the Combined Code requires the Company to comply with the Combined Code as it applies to smaller companies.

The Combined Code also recommends that the Board should appoint one of the independent non-executive directors as senior independent director. The senior independent director should be available to shareholders if they have concerns which contact through the normal channels of chairman, chief executive or finance director has failed to resolve or for which contact is inappropriate. The Board has appointed David Maloney, a Non-Executive Director, as senior independent director conditional upon Admission.

On Admission, the Board will be composed of eight members, consisting of two Executive Directors and six Non-Executive Directors, three of whom are independent. Accordingly, no individual or group of individuals dominates the Board’s decision-taking. Anthony Herbert Bloom, a Non-Executive Director and the Chairman of the Company, is not deemed by the Board to be independent under the Combined Code as at the time of his appointment as Chairman of the Company he also served as chairman on the board of another company within the Group and had held this position since the foundation of the Cine-UK business in 1995. 

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