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As a company that was until November 2010  listed on AIM, Freshwater complies with the principles of good governance and the recommendations of best practice as set out in the Combined Code so far as is practicable and appropriate company of its size and in this connection the Board shall take into account the guidance issued by the Quoted Companies Alliance. The Board intends to hold board meetings regularly throughout the year. The Board will be responsible for formulating, reviewing and approving strategy, budgets, acquisitions, capital expenditure and senior personnel appointments. The executive directors and senior management will meet regularly to consider operational matters.

 

Board committees
The audit committee consists of Marie Louise Windeler and David Howell. It meets at least three times a year and is responsible for ensuring that the financial performance, position and prospects of the Company are properly monitored and reported on, and for meeting the auditors and reviewing their reports relating to accounts and internal controls. The committee is chaired by David Howell.

 

The remuneration committee consists of Marie Louise Windeler and David Howell. It will review the performance of directors and set the scale and structure of their remuneration and the basis of their service agreements and appointment with due regard to the interests of shareholders. The remuneration committee will also determine the payment of bonuses to executive directors.

 

Share capital
Information as at delisting date - 22 November 2010

 

Authorised
20,000,000 ordinary shares of 10p each.

 

Allotted, called up and fully paid
18,961,039 ordinary shares of 10p each

 

Directors' interests
The Company's Directors in November  2010 had the following interests in the Company's allotted share capital on that date. The amounts identified include the interests of the Directors' associates. All interests were beneficial.

 

S B Howell (CEO)
10p ordinary shares: 1,596,535
% of issued share capital: 8.42%
 
D Howell (Non executive chairman)
10p ordinary shares: 2,725,000
% of issued share capital: 14.37%
 
J H Evans (Finance director)
10p ordinary shares: 154,723
% of issued share capital: 0.82%
 
J M Underwood (Executive director)
10p ordinary share: 546,177
% of issued share capital: 2.88%
 
M L Windeler (Non executive director)
10p ordinary shares: n/a
% of issued share capital: n/a
D Howell is related to S B Howell

 
Significant shareholders
The significant holders of the Company's allotted share capital in November 2010 (other than those individuals who were Directors of the Company) were:

 

  • Finance Wales Investments Limited
    10p ordinary shares: 2,129,140
    % of issued share capital: 11.70%

  • IBIS Media VCT 1 Plc
    10p ordinary shares: 2,207,385
    % of issued share capital: 11.64%

  • M Howell
    10p ordinary shares: 599,686
    % of issued share capital: 3.16%
    M Howell is not related to either D Howell or S Howell

 

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