The Combined Code on Corporate Governance (the "Code"), issued by the Financial Reporting Council, requires UK companies with a full listing to make a disclosure statement on the application of the Principles and Supporting Principles and compliance with the Provisions of the Code. Being an AIM listed company, IMD is not required to comply with the provisions of the combined code. The Directors, however, continue to support the principles of the Combined Code and confirm that the Company seeks to comply with the Code as far as is appropriate having regard to the small size of the group and its stage of development

In accordance with the Code, the following paragraphs describe International Medical Devices Plc' Corporate Governance policies and procedures and how it applies the Principles and Supporting Principles in the Combined Code.

The Board

The Board of Directors of International Medical Devices Plc consists of an Executive Chairman, four executive directors and three independent non-executive directors as follows:

When directors are unable to attend a meeting, they are advised of matters to be discussed and have an opportunity to make their views known to the Chairman prior to the meeting.

The Board is responsible for the strategic direction and overall management of the Group and has a formal schedule of matters reserved for its decisions which include the approval of certain policies, budgets, financing plans and acquisition strategy. Otherwise it delegates the executive management of the Group to the Chief Executive and certain specific operational responsibilities to Management Teams. It reviews the key activities of the businesses and considers and reviews the work undertaken by the Management Teams.

Although board meetings are held at head office Directors regularly attend meetings at the major business units enabling them to have a greater understanding of the business and to meet the management of these operations. All directors have full and timely access to all relevant information and, if necessary, to independent professional advice. Appropriate directors and officers liability insurance is in place. Induction programmes are provided for new directors and training is offered to all directors.

Whilst the Chairman and Chief Executive collectively are responsible for the leadership of the Group, there is a clear division of respective responsibilities which have been agreed by the Board. The Chairman's primary responsibility is for leading the Board including setting its agenda and ensuring its effectiveness. The Chief Executive is responsible for managing and supervising the day-to-day business of the Group in accordance with the strategy, policies, budgets and business plans approved by the Board. Matt Root, reporting to the Chief Executive, takes responsibility for leading the forward growth of the four business units enabling the Chief Executive to focus primarily on strategy and business development.

Jeremy Friedlander, who is Chairman of both the Audit Committee and the Remuneration Committee, also consults with members of the Board on issues relating to the Chairman. IMD continually evaluates the performance of the Board and its Committees to ensure their effectiveness.

The Board has determined that the non-executive directors and their immediate families are considered independent from IMD. The non-executives do not receive additional remuneration apart from directors' fees, do not participate in the Group's share option schemes or performance related bonus schemes.

Details of the Group's policies on remuneration, service contracts and compensation payments are included in the Annual Report.

Board Committees

The Board is assisted by the Audit and Remuneration committees, each of which has its own terms of reference. The Company Secretary is secretary to each of the committees.

Please click links below to views terms of reference:

Audit Committee Terms of Reference

Remuneration Committee Terms of Reference

AIM Rules Committee Terms of Reference