The Board comprises two non-executive Directors and three executive Directors. The Company is not required to comply with the provisions of the UK Corporate Governance Code. However, the Directors recognise the importance of sound corporate governance and intend to comply with the QCA Corporate Governance Code, which they believe is appropriate for a company with shares admitted to trading on AIM. In particular, the Directors are responsible for overseeing the effectiveness of the internal controls of the Company designed to ensure that proper accounting records are maintained, and that the financial information on which business decisions are made and which is issued for publication is reliable and that the assets of the Company are safeguarded.
The Company will hold regular board meetings throughout the year at which reports relating to the Group’s operations, together with financial reports, will be considered. The Board is responsible for formulating, approving and reviewing the Group’s strategy, budgets, major items of expenditure and senior personnel appointments.
The Company has established an audit committee and a remuneration and nomination committee, each with formally delegated duties and responsibilities.
The Audit Committee
The Company has established an audit committee, which comprises Clive Carver (Chairman) and Michael Buchen. The audit committee’s main functions include, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.
The Remuneration and Nomination Committee
The Company has established a remuneration and nomination committee, which comprises Michael Buchen (Chairman) and Clive Carver. The remuneration and nomination committee will meet as often as required to enable the remuneration and nomination committee to fulfill its obligations to the Company. The remuneration and nomination committee will be responsible for reviewing the performance of the Chairman and the executive directors, for setting the scale and structure of their remuneration, paying due regard to the interests of Shareholders as a whole and the performance of the Group. The remuneration and nomination committee will also approve the design of and determine targets for any performance-related pay schemes operated by the Company.
The remuneration and nomination committee’s main functions also include, inter alia, reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure that the Board operates effectively. The remuneration and nomination committee will also identify and nominate suitable candidates to join the Board when vacancies arise and make recommendations to the Board for the re-appointment of any Non-executive Directors.
Share Dealing Code
The Company has adopted a code for dealings in Ordinary Shares which is appropriate for an AIM company, in compliance with Rule 21 of the AIM Rules for Companies and with the Market Abuse Regulation.