Corporate Governance

The Directors acknowledge the importance of the principles set out in the UK Corporate Governance Code. Although the UK Corporate Governance Code is not compulsory for AIM quoted companies, the Directors have applied the principles as far as practicable and appropriate for a relatively small public company as follows:

  • your Board currently comprises three executive directors and one non-executive director. Your 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 Company Secretary and the Chief Financial Officer, who are 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 Directors have established Audit, Nomination, Remuneration and AIM Compliance Committees;
  • the Audit Committee has Rob Cridland as Chairman, and has primary responsibility for monitoring the quality of internal controls ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company's auditors relating to the Company's accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least twice a year. Tom Lupton is the other member of the Audit Committee;
  • the Nomination Committee has Tom Lupton as Chairman, and will identify and nominate for the approval of the Board, candidates to fill board vacancies as and when they arise. The Nomination Committee meets at least twice a year. Rob Cridland is the other member of the Nomination Committee;
  • the Remuneration Committee has Tom Lupton as Chairman, and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least twice a year. Rob Cridland is the other member of the Remuneration Committee;
  • the AIM Compliance Committee has Tom Lupton as Chairman and has been formed pending Admission and will meet twice a year with the NOMAD to discuss AIM compliance and related issues. The other member of the committee is Alex Abrey; and
  • the Directors comply with Rule 21 of the AIM Rules relating to Directors' dealings and there are procedures in place to ensure compliance by the Company's applicable employees. The Company has adopted a share dealing code which is appropriate for an AIM quoted company.
  • The Company is subject to the City Code on Takeovers and Mergers

 

 

Page last updated: 15 June 2015