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The Directors recognize the importance of sound corporate governance and intend that the Group will comply with the provisions of the Combined Code insofar as they are appropriate, given the Group's size, stage of development, resources and the fact that the Company is incorporated in the USA rather than the UK. The Board comprises two executive Directors and five non-executive Directors. Whilst none of the non-executive directors would be considered to be "independent" on a strict application of the criteria identified by the Quoted Companies Alliance in their publication entitled "Corporate Governance for AIM Companies", it is believed that all on the non-executive directors are sufficiently independent of the executive Directors and the operations of the Group to exercise independent judgment in the performance of their duties. When appropriate, the Board will consider further appointments of non-executive directors with experience of particular relevance to the Company. The Board is responsible for formulating, reviewing and approving the Company's strategy, budgets and corporate actions. The Company holds Board meetings on a monthly basis and at other times as and when required. The Company has established and properly constituted an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee of the Board with formally delegated duties and responsibilities. The Audit Committee has primary responsibility for monitoring the quality of internal financial controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee also has the responsibility for overseeing the implementation of the Company's Code of Business Conduct and Ethics. The Audit Committee meets not less than four times in each financial year and has unrestricted access to the Group's auditors. Members of the Audit Committee are Mr. Joel Kanter (as Chairman), Mr. Gary Brukardt and Dr. Alastair Clemow. The Compensation Committee reviews the performance of the executive directors, executive officers and certain other employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Compensation Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The Compensation Committee meets at least three times in each financial year and at such other times as the chairman of the committee shall require. In exercising this role, the Directors shall consider the recommendations put forward in the Combined Code. Members of the Compensation Committee are Dr. Stephen McMurray (as Chairman), Joel Kanter, and Isaac Blech.
The Nominating and Corporate Governance Committee leads the process for considering future appointments to the Board and makes recommendations to the Board of candidates for appointment and annual election and develops and makes recommendations to the Board on corporate governance principles. Members of the Nominating and Corporate Governance Committee are Dr. Alastair Clemow (as Chairman), Joel Kanter, Gary Brukardt, Dr. Stephen McMurray and Isaac Blech.
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