The Company is not required to comply with the UK Corporate Governance Code or the Corporate Governance Code for Small and Mid-Size Quoted Companies 2013, as published by the Quoted Companies Alliance. However, the Directors recognise the importance of sound corporate governance and the Board intends, so far as is practicable for a company of its size, to implement certain corporate governance recommendations. Details are provided below.
The Board will meet regularly and is responsible for formulating, reviewing and approving the Enlarged Group’s strategy, budgets, performance, major capital expenditure and corporate actions. The Company has an audit committee and a remuneration committee with formally delegated rules and responsibilities.
The Audit Committee will have the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Enlarged Group is properly measured and reported on. It will receive and review reports from the Enlarged Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Enlarged Group. The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Enlarged Group’s external auditors. On Admission, the Audit Committee will comprise Graham Marshall and Gregory Kuenzel; Gregory Kuenzel will chair the committee.
The Remuneration Committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary. In exercising this role, the members of the Remuneration Committee shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the UK Corporate Governance Code guidelines. On Admission, the Remuneration Committee will comprise Graham Marshall, and Gregory Kunzel.
In view of the size of the Board, the responsibility for proposing and considering candidates for
appointment to the Board will be retained by the Board.
Share Dealing Code
The Company has adopted a code for Directors’ Dealings appropriate for a company whose shares are admitted to trading on AIM. The form of this code is substantially simlar to the Model Code.