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Corporate Governance
The Company has formed the following Board Committees:
 
 
The members of the Audit Committee are: Dr Graham Lawson and Roy Margolin.
 
The responsibilities of the audit committee are as follows:
  • To locate defects in the company’s business administration, inter alia by consulting with the company’s internal auditor or with the auditor, and to make proposals to the board of directors regarding ways of correcting such defects;
  • To decide whether to approve acts and transactions requiring its approval under Sections 255 and 268 to 275 to the Israeli Companies Law 5759-1999 regarding related party transactions.
 
 
The members of the Remuneration Committee are: Peter Syme.
 
The responsibilities of the Remuneration Committee are as follows:
  • To determine and agree with the Board the framework or broad policy for the remuneration of the chief executive officer, the chairman of the Board of the Company and such other members of the executive management as it is designated to consider. The Remuneration Committee should ensure that appropriate incentives are used to enhance the performance of the executive management and to ensure that they are rewarded in a fair and responsible manner for their individual contributions to the success of the company.
  • To review the framework or broad policy for remuneration to ensure it remains appropriate and relevant.
  • To approve the design of and determine targets for any performance-related pay schemes operated by the company and approve the total annual payments made under the schemes.
  • To review the design of and changes to all share incentive plans for approval by the Board and shareholders.
  • To determine the policy for and scope of pension arrangements for members of the executive management.
  • To ensure that contractual terms on termination, and any payments made, are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognized.
  • Within the terms of the agreed policy and in consultation with the chairman of the Board and/or chief executive officer as appropriate, to determine the total individual remuneration package of each member of the executive management including, where appropriate, bonuses, incentive payments and share options or other share awards.
     
     
    The members of the Nomination Committee are: Peter Syme.

    The responsibilities of the Nomination Committee are: 

      • To lead the selection process of candidates and propose to the Board any new Board appointments, whether of executive or non-executive directors.
      • In nominating directors, give due regard to the contents of the Combined Code as well as associated guidance.
      • To be responsible for identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when they arise.
      • Before making an appointment, to evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, to prepare a description of the role and capabilities required for a particular appointment.
      • For the appointment of a chairman of the Board, to prepare a job specification, including an assessment of the time commitment expected and recognising the need for availability in the event of crises.
      • To keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace.
   
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