Corporate Governance
The Directors acknowledge the importance of the Combined Code and intend, following Admission, to continue to apply its principles so far as is practicable taking into account the Company's size and stage of development. The Company has two non-executive Directors.
On 27 November 2007, the Board established an audit committee, a remuneration committee and a nomination committee each with formally delegated duties and responsibilities to operate with effect from Admission.
The audit committee, which will initially comprise Peter Freeman as Chairman as well as Olivier Garrigue and Richard Sinclair, will determine and examine any matters relating to the financial affairs of the Company including the terms of engagement of the Group's auditors and, in consultation with the auditors, the scope of the audit. The audit committee will receive and review reports from the management and the external auditors of the Group relating to the annual and interim amounts and the accounting and internal control systems of the Group. In addition it will consider the financial performance, position and prospects of the Company and ensure they are properly monitored and reported on.
The remuneration committee, which will initially comprise Olivier Garrigue and Peter Freeman with Olivier Garrigue acting as chairman, will review the performance of the executive Directors and any senior management and set and review their remuneration and the terms of their service contracts, determine the payment of bonuses to executive Directors and senior management and consider any bonus and option schemes which may be implemented by the Group.
The Nomination Committee, which will initially comprise Jeff Chatfield and Peter Freeman with Jeff Chatfield acting as chairman will meet as required. The Committee will consider the size, structure and composition of the Board, retirements and appointments of additional and replacement Directors and make appropriate recommendations to the Board.
Share dealing code
The Directors will comply with Rule 21 of the AIM Rules relating to directors' dealings and will take all reasonable steps to ensure compliance by the Company's applicable employees.
The Company has adopted and will operate a share dealing code for Directors, and employees in accordance with the AIM Rules.
This website of Capital Lease Aviation Plc is updated as at 12 September 2008 and is published in compliance with Rule 26 of the AIM Rules for Companies.