The Company is not required to comply with the Corporate Governance Code or QCA Code. However, the Directors recognise the importance of sound corporate governance. The Board intends, so far as is practicable for a company of its size, to implement certain corporate governance recommendations. Details are provided below.
The Board meets regularly and is responsible for formulating, reviewing and approving the Group’s strategy, budgets, performance, major capital expenditure and corporate actions. The Company has in place an audit committee, a remuneration committee and an AIM Rules Compliance Committee with formally delegated rules and responsibilities.
The Audit Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than twice in each financial year and has unrestricted access to the Group’s external auditors. The Audit Committee comprises of Tim Cottier, James Longley and Philip Stephens; Tim Cottier chairs the committee.
The Remuneration Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when is necessary. In exercising this role, the members of the Remuneration Committee regards to the recommendations put forward in the QCA Code and, where appropriate, the UK Corporate Governance Code guidelines. The Remuneration Committee is comprised of Tim Cottier, James Longley and Paul Lazarevic; Tim Cottier chairs the committee.
In view of the size of the Board, the responsibility for proposing and considering candidates for appointment to the Board is retained by the Board.
An AIM Rules Compliance Committee has been established. The committee ensures that procedures, resources and controls are in place with a view to ensuring the Company’s compliance with the AIM Rules. The committee also ensures that each meeting of the Board includes a discussion of AIM matters and assess (with the assistance of the Company’s Nominated Adviser and other advisors) whether the Directors are aware of their responsibilities under the AIM Rules from time to time.
The committee seeks to ensure that all announcements made have been verified and approved by the Company’s Nominated Adviser. The committee has particular responsibility for questioning the Directors in the event of any unusual, substantial movement in the Company’s share price.
The committee monitors the Company’s compliance with the AIM Rules and seek to ensure that the Company’s Nominated Adviser is maintaining contact with the Company on a regular basis.
The AIM Rules Compliance Committee comprises of Tim Cottier, Paul Lazarevic and Charles Tatnall; Time Cottier chairs the committee.
The Board complies with Rule 21 of the AIM Rules for Companies relating to dealings in the Company’s securities by the Directors and other Applicable Employees. To this end, the Company has adopted a code for directors’ dealings appropriate for a company whose shares are admitted to trading on AIM and takes all reasonable steps to ensure compliance by the directors and any relevant employees.
The Board adopts an anti-corruption and bribery policy (the “Bribery Policy”). The Bribery Policy applies to all directors and employees of the Company (and the Group) and sets out their responsibilities in observing and upholding a zero tolerance position on bribery and corruption as well as providing guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences. The Bribery Policy details a zero tolerance approach, which must be communicated to all contractors and business partners in all business dealings. Training on the Bribery Policy forms part of the induction process for all new employees.