Corporate Governance
AIM companies are required to state which recognised corporate governance code they follow from Admission, how they comply with such code and to explain reasons for any non-compliance. The Directors recognise that it is in the best interests of the Company and its Shareholders, given the Company’s size and the constitution of the Board, to comply with the recommendations set out in the QCA Code.
QCA Code
The Company complies with the QCA Code.
Please click here to read our statement of compliance with the QCA Corporate Governance Code.
The Board is responsible for setting the vision and strategy for the Company to deliver value to its Shareholders by effectively putting in place its business model. The Board members are collectively responsible for defining corporate governance arrangements to achieve this purpose, under clear leadership from the chair.
The QCA Code recommends at least two members of the Board are non-executive directors determined by the Board to be independent. At Admission, the Board will comprise six Directors, of whom two are executive and four are non-executive. The Board considers all of the non-executive Directors to be independent, other than Charles Butler. The QCA Code invites companies to consider whether to appoint one of its independent non-executive directors to be the senior independent director (the “SID”). The SID should act as a sounding board and intermediary for the chair or other Board members, as necessary and should be an alternative route of access for Shareholders and other directors who have a concern that cannot be raised through the normal channels. The Company’s SID is Timothy Lloyd-Hughes.
As envisaged by the QCA Code, the Board has established Audit, Remuneration and Nomination Committees.
Remuneration Committee
The Remuneration Committee will review the performance of the executive Directors, the chair and senior management and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee is made up of three members who are all non-executive Directors. The Remuneration Committee is chaired by Tim Lloyd-Hughes, an independent non-executive Director and its other members will be Joanne Bucci, the chair of the Company and Charles Butler, a non-executive Director. The Remuneration Committee will normally meet at least twice a year.
Audit Committee
The Audit Committee will have primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s management and auditor relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.
In accordance with the requirements of the QCA Code, the Audit Committee is made up of three members who are non-executive Directors. The Audit Committee is chaired by Simon Fairchild, an independent non-executive Director and its other members will be Timothy Lloyd-Hughes, an independent non-executive Director and Charles Butler, a non-executive Director. The Audit Committee will normally meet at least three times a year at appropriate times in the reporting and external audit cycle.
Nomination Committee
The Nomination Committee is chaired by Jo Bucci, the chair of the Company and its other members will be Simon Fairchild, an independent non-executive Director and Charles Butler, a non-executive Director. The Nomination Committee will normally meet at least twice a year at appropriate times in the reporting cycle. The Nomination Committee is responsible for evaluating the balance of skills, independence, knowledge and experience on the Board.