The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have formally adopted and intend to fully comply with the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies.
Set out in the attached document is an explanation of how the Group currently complies with the principles of the QCA Code and, to the extent applicable, those areas where the Group’s corporate governance structures and practices differ from the expectations set out in the QCA Code. Annual updates will be provided on the Group’s compliance with the QCA Code.
The Board will be responsible for the overall management of the Group including the formulation and approval of the Group’s long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of the Group’s strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there will be a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters will include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board will meet regularly to review performance.
The Board currently comprises five Directors, of whom two are executive and three are non-executive. The Board considers the three non-executives, being Sean Finnan, Michael McLaren and Hilary Wright, to be independent for the purposes of the QCA 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 will be 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 and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).
The audit committee will initially comprise Michael McLaren, Hilary Wright and Sean Finnan, and will be chaired by Michael McLaren. The audit committee will meet up at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee will also meet regularly with the Company’s external auditors.
The remuneration committee will be 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 will be a matter for the chairman and the executive members of the Board. No Director will be involved in any decision as to his or her own remuneration.
The remuneration committee will initially comprise Michael McLaren, Hilary Wright and Sean Finnan, and will be chaired by Hilary Wright. The remuneration committee will meet at least twice a year and otherwise as required.
The nomination committee will be responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required by a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise.
The nomination committee will initially comprise Michael McLaren, Hilary Wright and Sean Finnan, and will be chaired by Sean Finnan. The nomination committee will meet at least twice a year and otherwise as required.