Corporate Governance

corporate-governance-page

The Corporate Governance Code applies only to companies on the Official List and not to companies admitted to AIM. However, the Directors recognise the importance of sound corporate governance and intend that the Group will comply with the provisions of the Corporate Governance Code and the QCA Code, insofar as they are appropriate given the Group’s size, stage of development, and resources. As the Company grows, the Directors intend that it should develop policies and procedures which reflect the Corporate Governance Code, so far as it is practicable taking into account the size and nature of the Company in the future.

The Board is responsible for formulating, reviewing and approving the Group’s strategies, budgets and corporate actions. Following Admission, the Group intends to hold Board meetings at least four times each financial year and at other times as and when required.

The Group has established an audit and AIM Rules compliance committee and a remuneration committee of the Board with formally delegated duties and responsibilities.

The audit and AIM Rules compliance committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. As well as ensuring compliance with the AIM Rules, it will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit and AIM Rules compliance committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s auditors. On Admission, the members of the audit and AIM Rules compliance committee will be Richard Day, who will act as chairman of the committee and David Pickering.

The remuneration committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. In exercising this role, the Directors shall have regard to the recommendations put forward in the Corporate Governance Code and the QCA Code. On Admission, the members of the remuneration committee will be David Pickering, who will act as chairman of the committee and Richard Day.