Corporate governance
The Directors acknowledge the importance of the Combined Code and comply with its principles so far as is practicable and appropriate given the size and constitution of the board.
The Group also complies with the principles of the Corporate Governance Guidelines for AIM Companies published by the Quoted Companies Alliance in 2005.
Board Structure
The Board comprises two Executive Directors and one Non-Executive Director. The Board meets at least six times a year and as issues arise which require board attention.
Click here to view Director's biographies
The Directors are responsible for formulating, reviewing and approving Nighthawk's strategy, budgets, major items of capital expenditure and senior personnel appointments. The Directors have access to independent professional advice at the Company's expense and to the Company Secretary and receive appropriate training where necessary.
The Board has established audit and remuneration committees.
Committees
Audit Committee
The audit committee receives and reviews reports from the management and the external auditors of the Group relating to the annual and interim accounts and the accounting and internal control systems of the Group. The audit committee has unrestricted access to the Group's external auditors.
An Audit Committee has been established and currently comprises the Chairman and Stuart Eaton. The Committee is responsible for ensuring that Nighthawk's financial performance is properly reported on and monitored and also liaises with the auditors and reviews the reports from the auditors relating to the accounts and internal control systems.
Remuneration Committee
The remuneration committee sets and reviews the scale and structure of the Executive Directors' and senior management's remuneration and the terms of their service contracts with due regard to the interests of shareholders. The remuneration and terms and conditions of appointment of the Non-Executive Directors are set by the board. No director or member of the senior management is permitted to participate in discussions or decisions concerning his own remuneration.
A Remuneration Committee has been established and currently comprises the Chairman and Stuart Eaton. The Committee reviews the performance of the Executive Directors and sets the scale and structure of their remuneration on the basis of their service agreements with due regard to the interests of shareholders and Nighthawk's performance. The Remuneration Committee also makes recommendations to the Board concerning employee incentives, including the allocation of share options to employees. Nighthawk Directors are not permitted to participate in discussions or decisions of the committee concerning their own remuneration.
Nomination Committee
The Nomination Committee’s remit is, inter alia, to prepare selection criteria and appointment procedures for members of the Board and to review on a regular basis the structure, size and composition of the Board. In undertaking this role, the Nomination Committee refers to the skills, knowledge and experience required of the Board given the Group’s stage of development and makes recommendations to the Board as to any changes. The Nomination Committee also considers future appointments in respect of the Board’s composition as well as making recommendations regarding the membership of the Audit and Remuneration Committees.
A Nomination Committee has been established and currently comprises the Chairman and Stuart Eaton.
The Company has adopted a model code for dealing in Ordinary Shares by Directors and employees which is appropriate for an AIM-quoted company.