Board Committees

Ultimate Sports Group plc is not required to comply with the UK Corporate Governance Code (the "Code") and does not voluntarily apply the full requirements of the Code. However, our governance arrangements do meet many of the requirements of the Code which the directors' deem most relevant to an AIM listed company having consideration to the size, nature and scope of the company and group's activities.

Board and board committees

Board meetings are held on a monthly basis throughout the year which with few expectations have been fully attended. In view of the small size of the board, matters otherwise dealt with by the remuneration committee have been dealt with by the board as a whole.

The audit committee is composed of the two non-executive directors and meetings are held twice a year to review the company's interim and final results.

Ultimate Sports Group's shares are traded on the AIM and, as such under AIM Rule 31, the company is required to:

  • have in place sufficient procedures, resources and controls to enable its compliance with the AIM rules;
  • seek advice from its nominated adviser (“nomad”) regarding its compliance with the AIM Rules whenever appropriate and take that advice into account;
  • provide the company's nomad with any information it requests in order that the nomad can carry out its responsibilities under the AIM Rules for companies and the AIM Rules for nominated advisers;
  • ensure that each of the company's directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules; and
  • ensure that each director discloses without delay all information which the company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the director or could with reasonable diligence be ascertained by the director.

The board as a whole have considered their obligations under AIM Rule 31 and are satisfied the objectives set out above are being met.

AUDIT COMMITTEE

MEMBERS: John Zucker and David Coldbeck.

The Audit Committee comprises the non-executive directors. Its duties include monitoring internal control throughout the Group, approving the Group's accounting policies and reviewing the interim and annual financial statements before submission to the Board.

This does not comply with the Combined Code of the Financial Services Authority. However the Board considers it to be appropriate given the size and operations of the Company..

ReMUNERATION COMMITTEE

MEMBERS: Richard Owen, Geoffrey Simmonds, David Hillel, John Zucker and David Coldbeck.

The Board currently acts as the Remuneration Committee, the details of the directors' emoluments being set out in the accounts. It is the Group's policy that the remuneration of directors should be commensurate with services provided by them to the Company.