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 will comply with the QCA Code from 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. At Admission, the Board will compromise six Directors, of whom two are Executive and four are Non-Executive. 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.
As envisaged by the QCA Code, conditional on Admission 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 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 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 made up of three members, two of whom are independent Non-Executive Directors. The Audit and Risk committee will be chaired by David Chubb, the Company’s SID and its other members will be Kate O’Neill and Nigel Guy. 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 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 two members, two of whom are independent Non-Executive Directors. The Remuneration Committee is chaired by Kate O’Neill, an independent Non-Executive Director and its other member will be David Chubb. The Remuneration Committee will normally meet at least two times a year.
The Nomination Committee will have 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 chaired by Nigel Guy and its other members will be Kate O’Neill and David Chubb. The Nomination Committee meets at least two times a year at appropriate times in the reporting cycle.
The Disclosure Committee will provide 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 will meet at such times and in such manner (including by telephone) as shall be necessary or appropriate.