Corporate Governance

The Company intends, where appropriate for a company of its size, stage of development and resources, and, taking into account that the Company is incorporated in the U.S. rather than the U.K., to comply with the main provisions of the principles of good governance and code of best practice set out in the Combined Code. The Company is not currently obliged to comply with the U.S. Sarbanes-Oxley regime.

The Board includes three Executive Directors and three Non-Executive Directors including Alexander Ellis, III, who serves as the Non-executive Chairman. The Board’s timetable provides for four full board meetings per year. Any additional meetings and conference calls are scheduled as and when required. The Board believes that these meetings should enable the Directors to exercise appropriate control over the Company’s activities and remain fully up to date on developments within the Company.

Board Committees

The Board of Directors has established an Audit Committee and a Remuneration and Nomination Committee.

The Audit Committee
The Audit Committee is responsible for monitoring the quality of internal control, ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls. Currently, the Audit Committee consists of Dr. Charles Engles as Chairman, Mr. Bernard Cherry and Mr. Alexander Ellis, III. For further details on the rules and responsibilities of the Audit Committee, please click here. 

The Remuneration and Nomination Committee
The Remuneration and Nomination Committee is responsible for determining the terms and conditions of service, including the remuneration and grant of options to executive directors under the Company’s share option plans and will also be responsible for the identification of suitable candidates for the Board of Directors. Currently, the Remuneration and Nomination Committee consists of Mr. Bernard Cherry as Chairman, Dr. Charles Engles and Mr. Alexander Ellis, III. For further details on the rules and responsibilities of the Remuneration and Nomination Committee, please click here.

Compliance

If you have concerns or complaints relating to accounting, internal accounting controls, auditing matters or other financial issues at Catalytic Solutions, or relating to illegal or unethical activity you believe has occurred at Catalytic Solutions, please call the Catalytic Solutions Values Line at 1-888-475-8376 (US & Canada) or submit your information via a web reporting site at https://www.integrity-helpline.com/CSI.jsp.

The phone number will connect you to the Catalytic Solutions Values Line, which was established to provide a single point of contact for individuals to report the types of concerns described above.  Whether you contact the Catalytic Solutions Values Line or submit your concerns or complaints via the web reporting site, your report will be received, retained and addressed according to policies and procedures Catalytic Solutions has adopted to ensure your concern is appropriately addressed.