Corporate Governance

The Board of Directors of Serabi monitors the business affairs of the company on behalf of shareholders.  The Board currently consists of the Executive Chairman, Managing Director, Finance Director and two Non-Executive Directors.  The Directors have responsibility for the overall corporate governance of the company and recognize the need for the highest standards of behaviour and accountability.  The Directors are committed to the principles underlying best practice in corporate governance and intend to comply with the principles of the Combined Code in such respects as they consider appropriate for a company of Serabi’s size and nature.

The Company has established an Audit Committee and a Remuneration Committee.  The Audit Committee comprises two Non-Executive Directors and the Finance Director. It is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for reviewing the auditor’s reports relating to accounts and internal control systems.

The Remuneration Committee comprises two Non-Executive Directors. It is responsible for determining and agreeing with the Board the framework for the remuneration of the Managing Director, all other Executive Directors, the Chairman of the Company (if an Executive Director), the Company Secretary and such other members of the Executive management as it is designated to consider.  It is furthermore responsible for determining the total individual remuneration packages of each director including, where appropriate, bonuses, incentive payments and share options.

In addition, the Executive Management Committee, comprised of the Executive Chairman, Chief Executive Officer and Finance Director, directs the day-to-day operations of the company.

The Company has adopted a share dealing code for Directors and relevant employees in accordance with the AIM Rules and will take proper steps to ensure compliance by the Directors and those employees.