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Oxford Catalysts Group PLC Annual Report and Accounts 2010

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<strong>Annual</strong> <strong>Report</strong><strong>and</strong> <strong>Accounts</strong><strong>2010</strong><strong>Oxford</strong> <strong>Catalysts</strong><strong>Group</strong> <strong>PLC</strong>Corporate Governance <strong>Report</strong>Corporate GovernanceCompanies who have their securities traded on AIM are not required to comply with the disclosure requirements of theCombined Code. The Board, however, has determined that the <strong>Group</strong> should maintain high st<strong>and</strong>ards of corporate governance<strong>and</strong> whilst not fully complying with the Combined Code, has adopted procedures <strong>and</strong> has taken steps to adopt the underlyingprinciples, in so far as appropriate given the size of the <strong>Group</strong> <strong>and</strong> the nature of its operations.Board of DirectorsThe <strong>Group</strong> is controlled by the Board of Directors which comprises two Executives, one of whom is the Chief Executive, <strong>and</strong> fourNon-executive Directors. All of the Non-executive Directors are independent. The roles of Chief Executive <strong>and</strong> Chairman areseparate. All Directors are able to take independent advice to assist them in their duties if necessary.The Board is responsible to shareholders for the proper management of the <strong>Group</strong> <strong>and</strong> meets formally at least six times a yearto set the overall direction <strong>and</strong> strategy of the <strong>Group</strong>, to review operating <strong>and</strong> financial performance <strong>and</strong> to consider <strong>and</strong> adviseon senior management appointments. The Board also monitors <strong>and</strong> approves financial policy <strong>and</strong> budgets, including capitalexpenditure. All key operational decisions are subject to Board approval. The Company Secretary is responsible for ensuringthat Board procedures are followed <strong>and</strong> that any <strong>and</strong> all applicable rules <strong>and</strong> regulations are complied with.Directors are subject to election by shareholders at the first opportunity after their appointment. In addition, one third ofDirectors are subject to retirement by rotation at each <strong>Annual</strong> General Meeting.The Board has introduced a process for evaluating the effectiveness of the Board <strong>and</strong> its committees. This is by means of aquestionnaire survey of all Board members <strong>and</strong> other relevant senior executives.Committees of the BoardRemuneration CommitteeThe Remuneration Committee comprises the Non-executive Directors. During <strong>2010</strong>, Dr Jan Verloop chaired this committee. Heretired as Chair in January 2011 <strong>and</strong> Dr Andrew Jamieson was appointed in his place. This committee reviews, inter-alia, theperformance of the Executive Directors <strong>and</strong> sets the scale <strong>and</strong> structure of their remuneration <strong>and</strong> basis of their serviceagreements, having due regard to the interests of shareholders. The Remuneration Committee also determines the allocationof share options to Executive Directors. No Director has a service agreement exceeding one year.One of the policies of the Remuneration Committee is that no individual participates in discussions or decisions concerning hisown remuneration.The Directors’ Remuneration <strong>Report</strong> is set out on pages 12 to 14.Audit CommitteeThe Audit Committee comprises the Non-executive Directors under the Chairmanship of Mr Jeremy Scudamore. Under itsterms of reference it meets at least twice a year, <strong>and</strong> amongst other duties it reviews the monitoring of the <strong>Group</strong>’s internalcontrols, accounting policies <strong>and</strong> financial reporting, <strong>and</strong> provides a forum through which the external auditors report. It meetsat least once a year with the external auditors without Executive Directors present.Nominations CommitteeThe Nominations Committee consists of the Non-executive Directors, under the chairmanship of Dr Pierre Jungels. It meets atleast once a year, <strong>and</strong> amongst its other duties it reviews the composition of the Board <strong>and</strong> its succession planning, <strong>and</strong> keepsunder review the leadership needs of the Company with a view to ensuring the continued ability of the <strong>Group</strong> to competeeffectively in the marketplace.Senior Management TeamThe day-to-day management of the <strong>Group</strong> is overseen by the Senior Management Team, consisting of the Executive Directors<strong>and</strong> other senior managers, under the leadership of the Chief Executive.Board <strong>and</strong> Committee AttendanceAudit Remuneration NominationsBoard Committee Committee CommitteeNumber of meetings held in <strong>2010</strong> 7 2 2 1Attendance by:− Dr Pierre Jungels 100% 100% 100% 100%− Mr Roy Lipski 100% n/a n/a n/a− Mrs Susan Robertson 100% n/a n/a n/a− Mr Jeremy Scudamore 100% 100% 100% 100%− Dr Andrew Jamieson* 100% 100% 100% 100%− Dr Jan Verloop 100% 100% 100% 100%* In the case of Dr Jamieson, the attendance percentage related to meetings occurring from the date of his appointment in February <strong>2010</strong>.10

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