Corporate Governance

Corporate Governance Code

The Board has chosen to adopt The Quoted Companies Alliance (QCA) Corporate Governance Code (the Code) published in April 2018. The document below sets out how we comply with the Code by reference to each of the ten principles it contains.

Click here to download the statement regarding QCA Code

The Board comprise five directors, two of whom are non-executive directors, reflecting a blend of different experience and backgrounds. The 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 Chief Financial Officer, who is 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.

Board Committees

The Company has established Audit, Nomination and Remuneration Committees.

The Audit Committee has appointed Simon Allport as chairman, and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and reviewing reports from the Group’s auditors relating to the Group’s accounting and internal controls, in all cases having due regard to the interests of Shareholders.

The Nomination Committee has appointed Daniel Wright 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 as required.

The Remuneration Committee has appointed Euan Hamilton as chairman, and reviews 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 once a year.

Share Dealing Code

The Directors and the Proposed Directors understand the importance of complying with the AIM Rules relating to dealings by directors and certain other employees of the Group in the Ordinary Shares and has established a share dealing code. The Company has taken all reasonable steps to ensure compliance by the directors and any relevant employees. The Directors and the Proposed Directors believe that the share dealing code adopted by the Board is appropriate for a company quoted on AIM. The Board will comply with Rule 21 of the AIM Rules relating to directors’ dealings and will take reasonable steps to ensure compliance by the Company’s “applicable employees” as defined in the AIM Rules.

The Company is subject to the City Code on Takeovers and Mergers.