Corporate Governance

Companies on the AIM Market of the London Stock Exchange are not required to comply with the UK Corporate Governance Code (the ‘Code’) and due to its size, the Company does not seek to comply in full with the Code. While the Company is not required to present a Corporate Governance Statement, as it is not subject to the Listing rules of the Financial Conduct Authority, it has disclosed here certain information in respect of Corporate Governance.

The Directors support high standards of corporate governance. The Company has identified areas of the Code it considers relevant to the current size and nature of the Group’s operations.

Board Structure

The Board comprises three Executive Directors and two Non-Executive Directors. The Board meets at least nine times a year and as issues arise which require board attendance

The Board has adopted a schedule of matters reserved for consideration by the Board, including, amongst others, approval of the Group’s long term objectives, policies and budgets, changes relating to the Group’s management structure, approval of the Group’s annual report and accounts, approval of the dividend policy and ensuring maintenance of sound systems of internal control and risk management. To enable the Board to discharge its duties, all of the Directors receive full and timely information and, if necessary, the non-executive Directors may take independent professional advice at the Group’s expense.

As envisaged by the UK Corporate Governance Code, the Board has established three committees: an Audit Committee, a Remuneration Committee and a Nomination Committee, each with formally delegated duties and responsibilities and written terms of reference. The members of these committees currently comprise the Chairman and the independent non-executive Director. If the need should arise, the Board may set up additional committees to consider specific issues as appropriate. A brief description of the terms of reference of the committees is set out below.


Audit Committee

The Audit Committee currently comprises the independent non-executive Director, being Stuart Eaton (chairman), and Rick McCullough. The Audit Committee considers, inter alia (i) the integrity of the financial statements of the Group, including its annual and interim accounts, and the effectiveness of the Group’s internal controls and risk management systems; (ii) auditors’ reports; and (iii) the terms of appointment and remuneration of the Group’s auditors. The Audit Committee supervises and monitors, and advises the Board on, risk management and control systems and the implementation of codes of conduct. In addition, the Audit Committee supervises the submission by the Group of financial information and a number of other audit related issues. The Audit Committee meets at least twice a year.

Remuneration Committee

The Remuneration Committee currently comprises of Rick McCullough and Stuart Eaton. The Remuneration Committee has as its remit, inter alia, the review of, amongst other matters, the remuneration of executive Directors and any share option or other equity incentive plans or other bonus plans of the Group and to make recommendations on such matters to Board. In addition, the Remuneration Committee will prepare an annual report on the remuneration policies of the Group. The remuneration of non-executive Directors is a matter for the Chairman and the executive Directors. No Director or manager may be involved in any decisions as to his/ her own remuneration. The Remuneration Committee meets at least once a year.

Nomination Committee

The Nomination Committee comprises Rick MCullough (chairman) and Stuart Eaton. The Nomination Committee’s remit is, inter alia, to prepare selection criteria and appointment procedures for members of the Board and to review on a regular basis the structure, size and composition of the Board. In undertaking this role, the Nomination Committee refers to the skills, knowledge and experience required of the Board given the Group’s stage of development and makes recommendations to the Board as to any changes. The Nomination Committee also considers future appointments in respect of the Board’s composition as well as making recommendations regarding the membership of the Audit and Remuneration Committees. The Nomination Committee meets at least once a year.

The Company has adopted a model code for dealing in Ordinary Shares by Directors and employees which is appropriate for an AIM-quoted company.


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