Corporate Governance

As a company quoted on AIM, Astaire Group Plc is not required to issue a statement of compliance with the Combined Code. Nevertheless, we provide below, for information only, details of the governance arrangements which the Company has in place. This information is not required to be audited.

• The Company is headed by an effective Board, which leads and controls the Company.
• There is a clear division of responsibilities in running the Board and running the Company’s business.
• The Board includes a balance of Executive and Non-Executive Directors. Due to the size of the Company, there is no formal procedure for the appointment of new Directors.
• The Board receives and reviews on a timely basis financial and operating information appropriate to being able to discharge its duties.
• Directors submit themselves for re-election every three years by rotation in accordance with the Articles of Association.
• The Board is available to discuss current events with its institutional and private shareholders and positively encourages attendance at the Annual General Meeeting.
• The Board, though the Chairman’s Statement and the Report of the Directors, presents a clear and detailed account of the Company’s position and prospects.
• The Board regularly reviews the system of internal controls and considers the effectiveness at safeguarding shareholders’ investments and the Company’s assets. Any system of internal control can only be designed to mange rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable but not absolute assurance against material misstatement or loss. Steps are taken to embed internal control and risk management further into the operations of the business and to deal with areas of improvement which come to management’s and the Board’s attention.

Nomination and Remuneration Committee
The remuneration committee consists of Oliver Vaughan (Chairman), David Snow and James Noble.

The remuneration committee meets twice a year and is responsible for reviewing the performance of the executive directors, setting their remuneration, considering the grant of options under any share option scheme and, in particular the price per share and the application of performance standards which may apply to any such grant.

Audit Committee
The audit committee consists of James Noble (Chairman), David Snow and Oliver Vaughan.

The audit committee meets twice a year. It is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on, reviewing the performance of the Group’s auditors and their reports, and reviewing the Group’s internal controls.