Corporate Governance

The Directors intend, as soon as practicable and so far as possible given the Group’s size and the constitution of the Board, to comply with the principles of best practice as set out in the combined code on corporate governance published by the UK Listing Authority.

Board of Directors

The Board of Image Scan is responsible for the success of the Group. The Board's role is to establish the strategic objectives and policies; oversee all aspects of the finances; continuously review performance and controls; manage risk; decide on key business transactions and manage the interests of stakeholder groups. The full Board meets at least nine times per year and together with the Executive, Audit, Remuneration and Nominations Committees, deals with all important aspects of the Group's affairs.

The Directors' varied backgrounds and experience give Image Scan a good mix of the knowledge and expertise necessary to manage the business effectively. Directors' respective responsibilities are shown in the following table.

Audit Committee

The Board has appointed an Audit Committee which ensures the good operation of financial practices throughout the Group; ensures that controls are in place to protect the assets and to ensure the integrity of financial information; reviews the interim and annual financial statements; reviews all aspects of the audit programme and provision of any non audit services by the auditors. The Finance Director and a representative of the external auditors are often invited to attend meetings of the Audit Committee, which meets at least twice per year.

Remuneration Committee

The Board has appointed a Remuneration Committee which is responsible for:

• Setting the salaries paid to the executive directors
• Considering other benefits granted to the executive directors
• Advising on the terms of the executive directors' service contracts
• Overseeing the operation of the Company's share option scheme

The Remuneration Committee normally meets at least once a year. Being composed of non-executive directors who have no personal interest in the outcome of the committee's decision, the Remuneration Committee provides some reassurance to the shareholders that the remuneration of the executive directors is fair but not excessive.

Nominations Committee

The Board has appointed a Nominations Committee which is responsible for identifying and nominating candidates to fill Board vacancies, for approval by the Board.

Communication with Shareholders

The Board recognises that Image Scan communicates with its shareholders principally through its web site and the Annual Report. Shareholders can also sign up to receive news releases directly from the Company by email.

Annual General Meetings of the Company give the directors the opportunity to report to shareholders on current and proposed operations and enable shareholders to express their views on the Group's business activities.

Internal Controls

The Directors are responsible for establishing and maintaining the Group's internal controls and for reviewing their effectiveness. Financial, operational and compliance procedures are designed to safeguard the Group's assets and are regularly reviewed by the Board. The internal control system is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, providing reasonable, if not absolute, assurance against material mis-statement or loss.
 

Directors' biographical details

Memorandum and Articles of Association

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