The Ordinary Shares will be admitted to trading on AIM, therefore the Company is not required to comply with the UK Corporate Governance Code but it is required to comply or explain against a recognised corporate governance code. The Directors have determined that the most appropriate recognised corporate governance code for the Company to adopt at the current stage of its development is the QCA Code.
The Company has complied with the QCA Code since Admission.
The Board is responsible for setting the vision and strategy for the Company to deliver value to Shareholders by effectively implementing 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 Schedule of Matters Reserved for the Board is available below.
The QCA Code recommends at least two members of the Board are Non-Executive Directors determined by the Board to be independent. The Board compromises six Directors, including two Executive Directors, and four Non-Executive Directors.
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 David Chubb.
The Board has established an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee. In addition, the Board has established a Disclosure Committee. The Terms of Reference for these committees are available below.
Further disclosures as required by the QCA Corporate Governance Code are available below.
Audit and Risk Committee
The Audit and Risk Committee has 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 receives and review reports from the Company’s management and auditors 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 and Risk Committee is normally comprised of at least three members, two of whom should be independent Non-Executive Directors. The Audit and Risk committee is chaired by David Chubb, the Company’s SID, and Nigel Guy and Claire Balmforth are members. The Audit and Risk Committee will normally meet at least three times a year at appropriate times in the reporting and audit cycle.
The Remuneration Committee reviews the performance of the Executive Directors, the Chair and senior management and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee is normally comprised of at least two members, two of whom should be independent Non-Executive Directors. The Remuneration Committee is chaired by Claire Balmforth, an independent Non-Executive Director and its other member is David Chubb. The Remuneration Committee normally meets at least two times a year.
The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The Nomination Committee is normally comprised of at least three members. The Committee is chaired by Nigel Guy and David Chubb and Claire Balmforth are members. The Nomination Committee normally meets at least two times a year at appropriate times in the reporting cycle.
The Disclosure Committee provides support to the Board in relation to compliance with MAR, the Disclosure, Guidance and Transparency Rules and the AIM Rules for Companies and the identification, control and disclosure of “inside information”. The Disclosure Committee comprises all of the Directors, but has a quorum of any three Directors provided at least one Executive Director and at least one Non-Executive Director is present. Nigel Guy chairs the Disclosure Committee, which meets at such times and in such manner as shall be necessary or appropriate.