The Board has chosen to adopt The Quoted Companies Alliance (QCA) Corporate Governance Code (the Code) published in April 2018. The document below sets out how we comply with the Code by reference to each of the ten principles it contains.
Click here to download the statement regarding QCA Code.
The Board comprises five directors, two of whom are executive directors and three of whom are non-executive directors, reflecting a blend of different experience and backgrounds. Paul Bassi is considered independent.
The Board meets regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Secretary, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.
The Company has established AIM Rules Compliance, Audit, Nomination and Remuneration Committees.
The Audit Committee is responsible for reviewing and monitoring internal financial control systems and risk management systems on which the Group is reliant, considering annual and interim accounts and audit reports, considering the appointment and remuneration of the Group’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications. The Audit Committee consists of Mike Steventon (chair), Paul Bassi and Andrew Simpson.
A Nominations Committee will be in place on Admission, and will be responsible for identifying suitable candidates to be appointed as Directors as and when a vacancy may arise. This committee will only meet as required.
The Remuneration Committee is responsible for, inter alia, the Group’s remuneration policy and for reviewing and recommending all Directors’ and senior executives’ remuneration, bonuses and incentives. The Remuneration Committee consists of Andrew Simpson (chair), Mike Steventon and Paul Bassi.
The Board intends to establish an AIM Rules Compliance Committee, responsible for managing the Company’s compliance with the AIM Rules. This committee will meet, at a minimum, once per year.
The Company has adopted a share dealing code for Directors and applicable employees (as defined in the AIM Rules for Companies) of the Group for the purpose of ensuring compliance by such persons with the provisions of Rule 21 of the AIM Rules for Companies and MAR relating to dealings in the Company’s securities. The Directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AIM.
The Company will take proper steps to ensure compliance by the Directors and applicable employees with the terms of the share dealing code and the relevant provisions of MAR.