The directors are aware of the UK Corporate Governance Code (the Code) which is applicable to listed companies. The directors note that as an AIM company there is no requirement to adopt the Code. The directors recognise the importance of sound corporate governance and will follow as far as practicable the recommendations on corporate governance of the Quoted Companies Alliance. These guidelines are for companies with shares quoted on AIM.
The Board of Directors (the Board) is responsible for approving Company policy and strategy. The Board meets regularly throughout the year. To enable the Board to perform its duties, each director has access to advice from the Company Secretary and independent professionals at the Company's expense.
The Board comprises of:
|Brian Rowbotham||Senior Independent Non-Executive Director|
Two Executive Directors (Simon Morris and Andy Coveney) and one Non-Executive Director, the Senior Independent Non-Executive Director (Brian Rowbotham). The Board has delegated specific responsibilities to the committees below.
The Remuneration Committee comprises of Brian Rowbotham who reviews the remuneration policy for the Executive Directors and for key management personnel. The Executive Directors determine the remuneration arrangement for the Non-Executive Director. No Director may participate in decisions regarding his or her own remuneration.
The Audit Committee comprises Brian Rowbotham as Chairman of the Committee and Simon Morris. Mr Rowbotham and Mr Morris are Chartered Accountants and have recent and relevant financial and commercial experience.
The Committee’s remit is to review financial reporting practices, internal financial controls and internal and external audit policy including the appointment of the Company’s Auditors.
The Nomination Committee comprises of Brian Rowbotham. The Nomination Committee is responsible for monitoring the composition of the Board and makes recommendations to the Board on all new Board appointments and succession planning. The Board has not used external consultants in the appointment of Directors. All Directors are subject to re-election by shareholders in accordance with the Company's Articles of Association.
The Company has issued a new Share Dealing Code in compliance with its obligations under the Market Abuse Regulations which covers dealings by Persons Discharging Managerial Responsibilities (“PDMRs”) and certain employees of the Company and its subsidiaries. The Share Dealing Code restricts dealings in shares during designated closed periods and at any time when in possession of unpublished price sensitive information.