The Board and Main Committees

The Board
The Board of Numis Corporation Plc, chaired by Sir David Arculus, meets 8 times a year and at other times as necessary, to discuss a formal schedule of matters specifically reserved for its decision including major strategic and operational issues of the Group. It reviews trading performance, business strategy, investment and divestment opportunities, risk appetite and exposure and any other matters of significance to the Group.

Remuneration Committee
The Remuneration chaired by Tom Bartlam, comprises the Non-executive Directors of the Company. It determines salary levels, discretionary bonuses and the terms and conditions of service of the executive directors together with their equity awards. The Remuneration Committee also reviews the compensation decisions made in respect of all other senior executives and bonus distribution policy in respect of the rest of the firm.

Audit Committee
The Audit Committee is chaired by Geoffrey Vero and comprises the Non-executive Directors of the Company. The Audit meets at least 4 times a year and is responsible for the internal control environment, reviews external financial reporting and monitors the framework for compliance with relevant laws and regulations. Other directors, members of staff and the Group’s external and internal auditors are invited to attend these meetings as appropriate. The Committee reports to the Board on the Company’s full and half year results, having examined the accounting policies on which they are based and ensured compliance with relevant accounting standards. In addition, it reviews the scope and results of the external and internal audit, its cost effectiveness and the independence and objectivity of the auditors.

Nominations Committee
The Company’s Nominations Committee is chaired by Sir David Arculus and comprises the Non-executive Directors with Oliver Hemsley as an invitee. The Committee is primarily responsible for all elements of the nominee process for Executive and Non-executive Directors of the Company.

Management Committee
The Management Committee, chaired by Oliver Hemsley, deals with the implementation of business strategy and day-to-day operational matters. It normally meets weekly to discuss the core activities of the Group, current performance, progress on management initiatives and corporate compliance matters.

Financial Risk Committee
The Financial Risk Committee meets regularly to discuss and manage the market, credit, liquidity and related operational risks of the Group, including amongst other financial risks the market risk of the Group’s trading book and investment portfolio. The Financial Risk Committee makes recommendations on Risk Policy which sets various limits at individual stock and overall trading book level as well as being responsible for the review and approval of counterparty limits.

New Business Committee
The New Business Committee, chaired by Oliver Hemsley, is responsible for exercising senior management oversight of all issues in relation to Numis entering into new corporate client relationships, undertaking transactions on behalf of corporate clients and reviewing or terminating relationships with corporate clients. It has responsibility for assessing the impact on Numis of all such matters and in doing so gives due consideration to the reputational, regulatory, execution and commercial risks attached.

Risk Committee
In addition to the New Business Committee, further approval is required by a Risk Committee prior to the launch of an equity raising, issue of a public document which contains Numis’ name or in the case of a transaction giving rise to significant unusual concerns or significant financial or reputational risk to the firm.

Internal Control
The Board is responsible for maintaining the Group’s system of internal control and for reviewing its effectiveness. The system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives, as such it can provide only reasonable but not absolute assurance against material misstatement or loss. The Group’s system of internal control has been actively managed throughout the year. The Group has a number of committees with formal terms of reference and a Compliance department responsible for the Group’s adherence to the rules of the Financial Services Authority and other relevant regulators. In addition, the Group has a fully independent Internal Audit function in order to provide further assurances over the adequacy and effectiveness of the systems of internal control throughout the business and ensure that the Group’s approach to continuous improvement is maintained at the highest standards.

Corporate Governance Policy
AIM companies are not required to comply with the Combined Code 2006 (Principles of good governance and code of best practice) adopted by the London Stock Exchange but the directors have chosen to make these disclosures to provide corporate governance information.