Corporate governance

Corporate governance

The Board recognises the importance of, and is committed to, good corporate governance and intends, so far as is practicable and appropriate for a company of its size, stage of development and nature as a Company whose securities are traded on AIM to follow the provisions of the UK Corporate Governance Code. In any event, the Board intends to comply with the provisions of the QCA Guidelines.

The Board will comprise a minimum of four directors, two executives and two non-executives and reflect a blend of different experience and backgrounds. The roles of Chairman (which is an non-executive position) and Chief Executive have been split by the Board and there is a clear division of responsibility between the two.

The Company has adopted a code for share dealings by directors and employees which is appropriate for an AIM company and which complies with Rule 21 of the AIM Rules on “Restrictions on deals”. The Board will take all reasonable steps to ensure compliance in due course.

The Company has established an Audit Committee, a Remuneration Committee and a Nomination Committee.

  • Audit Committee comprises of Eric Dodd (Chair), Michael Lewis, Nick Kerton, Andrew Blackwell.
  • Remuneration Committee comprises of Michael Lewis (Chair), Eric Dodd, Nick Kerton, Andrew Blackwell.
  • Nomination Committee comprises of Andrew Blackwell (Chair), Michael Lewis, Eric Dodd, Nick Kerton.

The Audit Committee’s responsibilities include making recommendations to the Board on the appointment of the Company’s auditors, approving the auditor’s fees, reviewing the findings of the audit and monitoring and reviewing effectiveness of the Company’s internal audit function. The audit Committee will also be responsible for monitoring the integrity of the financial statements of the Company, including its annual and half yearly reports and interim management statements.

The Nomination Committee’s responsibilities include reviewing the structure, size and composition of the Board, making recommendations to the Board concerning membership of Board committees and identifying and nominating candidates for the Board for Board approval.

The Remuneration Committee’s responsibilities include determining the remuneration of the executive directors, reviewing the design of all share incentive plans and determining each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and the performance targets to be used..