Corporate governance

INVESTORS RELATIONS

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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 four 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 the primary responsibility monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than two times in each financial year and has unrestricted access to the Group’s external auditors.

The Nomination Committee has appointed Daniel Wright as chairman and leads the process for board appointments and makes recommendations to the Board. The Nomination Committee shall evaluate the balance of skills, experience, independence and knowledge on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee meets as and when necessary, but at least once a year.

The Remuneration Committee has appointed Euan Hamilton as chairman and reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee meets as and when necessary, but at least once each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the Remuneration Committee Guide for Small and Mid-Size Quoted Companies published by the QCA and associated guidance.

Share dealing code

The 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 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.