Corporate Governance

Board Committees

Board Meetings
The Board consists of 4 executive directors and 3 non-executive directors. The Board meets at least 10 times a year to discuss the Company's performance, potential sites and other operating issues. Materials are circulated in advance of each Board meeting. In addition the Board formally meets at least once a year to discuss the strategic direction of the Company. Each Board member offers himself for re-election every three years at the Company's Annual General Meeting.

Audit Committee
The audit committee has formal terms of reference and consists of 2 non-executive directors: David Bernstein and Scott Svenson. David Bernstein chairs the committee. The committee meets independently of the main Board at least 3 times a year. The Company's external auditors are invited to attend each meeting. They also have direct access to the members of the audit committee for independent discussions. No executive director is a member of the committee but may be invited to attend meetings. The audit committee reviews and considers the financial statements of the Company including the accounting policies used to produce those statements. In addition, the Committee reviews the scope and results of the audit, its cost effectiveness and the auditors' remuneration, the independence and objectivity of the auditors and is involved in the production of the interim and annual reports.

Remuneration Committee
The remuneration committee has formal terms of reference and consists of 2 non-executive directors: David Bernstein and Peter Webber. David Bernstein chairs the committee. The committee meets independently of the Board of Directors twice a year. The Committee has a full remit to review, determine and recommend to the Board, all aspects of executive Directors' remuneration and share option grants. The Committee also considers and advises on senior management awards.

Shareholder Relations
The Directors meet with shareholders during the course of the year. Shareholders are encouraged to participate in the Annual General Meeting. In addition the Company issues a trading update twice a year before the commencement of its close period prior to publishing its results. The Board are kept informed of any feedback from shareholders and receive analysts' reports as they become available.

Internal Audit
The Company has a well established internal audit function provided by an independent 3rd party, supported by Carluccio’s finance function. Successfully passing an internal audit is one of the criteria used to determine a store manager's bonus.