The Board and Main Committees

The Board
The Board of Numis Corporation Plc, chaired by Michael Spencer, meets eight 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 and any other matters of significance to the Group.

Remuneration Committee
The Remuneration Committee, now 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 Committee meets at least four times a year and considers the internal control environment, reviews external financial reporting and monitors the system for compliance with relevant laws and regulations. Other directors, members of staff and the external 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 audit, its cost effectiveness and the independence and objectivity of the auditors.

Nominations Committee
The Company’s Nominations Committee is chaired by Michael Spencer and comprises the Non-executive Directors and Oliver Hemsley.

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, chaired by Bill Trent 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. The Financial Risk Committee makes recommendations on Risk Policy which sets individual stock limits and overall trading book limits.

New Business Committee
The New Business Committee is chaired by Oliver Hemsley and is responsible for the quality of new business taken on.

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. The Board has concluded that an internal audit department is not required at this stage in the Group’s development.

Corporate Governance Policy
AIM companies are not required to comply with the Combined Code 2003 (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.