The Directors recognise the value and importance of high standards of corporate governance. Accordingly, whilst the Corporate Governance Code does not apply to AIM companies, the Directors seek to observe the requirements of the Corporate Governance Code to the extent they consider appropriate in the light of the Company’s size, stage of development and resources. The Board also seeks, so far as practicable, to follow the recommendations set out in the Corporate Governance Code for Small and Mid-Sized Companies published by the Quoted Companies Alliance.
The Board is responsible for the overall management of the Company including the formulation and approval of the Company's long term objectives and strategy, the approval of budgets, the oversight of Company operations, the maintenance of sound internal control and risk management systems and the implementation of Company strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board; such reserved matters include amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board formally meets ten times each year to review performance.
The Board currently comprises 4 Directors, of whom 2 are executive and 2 are non-executive. The Board considers all of the non-executives to be independent for the purposes of the Corporate Governance Code.
The Board has established an audit committee, remuneration committee and nomination committee with formally delegated duties and responsibilities, as described below.
The audit committee is responsible for monitoring the integrity of the Company's financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company's internal control and risk management systems, monitoring the need for the introduction of an internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings) and reviewing arrangements for the Company’s employees to raise concerns about possible wrongdoing in financial reporting.
The audit committee comprises Mark Mills and Peter Turner and is chaired by Peter Turner. The audit committee meets at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee also meets regularly with the Company's external auditors.
The remuneration committee is responsible for determining and agreeing with the Board the framework for the remuneration of the executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors is a matter for the chairman and the executive members of the Board. No Director is involved in any decision as to his or her own remuneration.
The remuneration committee comprises Mark Mills and Peter Turner and is chaired by Peter Turner. The remuneration committee meets at least twice a year and otherwise as required.
The nomination committee is responsible for reviewing the structure, size and composition of the Board and identifying and nominating, for the approval of Board, candidates to fill vacancies on the Board as and when they arise.
The nomination committee comprises Mark Mills and Peter Turner and is chaired by Mark Mills. The nomination committee meets at least twice a year and otherwise as required.
Share Dealing Code
The Company has adopted a share dealing code for Directors and applicable employees of the Company for the purpose of ensuring compliance by such persons with the provisions of the AIM Rules relating to dealings in the Company's securities (including, in particular, Rule 21 of the AIM Rules) and the Market Abuse Regulation. The Directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AIM.
The Company will take proper steps to ensure compliance by the Directors and applicable employees with the terms of the share dealing code and the relevant provisions of the Market Abuse Regulation and the AIM Rules (including Rule 21).