The Company is required under AIM rules to comply with a recognised corporate governance code. The Board has chosen to comply with the QCA Code. The Directors acknowledge the importance of the principles set out in the QCA Code and will include an appropriate corporate governance statement both in its annual report and on the Company’s website. For the Company’s statement of corporate governance, please click here.
The Board will on Admission comprise three executive directors and three independent nonexecutive directors, reflecting a blend of different experience and backgrounds. The QCA Code states that a company should have at least two independent non-executive directors. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities following Admission, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making. The Company will appraise the structure of the Board on an ongoing basis.
The Board intends to meet regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all Directors will receive appropriate and timely information. Briefing papers will be distributed to all Directors in advance of Board meetings.
The Board has established the Audit Committee, Remuneration Committee and Insider Committee with formally delegated duties and responsibilities as described below.
The Audit Committee will be responsible for (inter alia) 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, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing scope of the audit and reviewing the audit findings).
The Audit Committee will initially comprise Charles Hindson, Julie Goonewardene Wallin and Michael Wort and will be chaired by Charles Hindson. The Audit Committee will meet at least twice a year at appropriate times in the report 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 total individual remuneration packages including, where appropriate, bonuses, incentive payments and share options or other awards. The remuneration of non-executive directors will be a matter for 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 Charles Hindson, Julie Goonewardene Wallin and Michael Wort and will be chaired by Charles Hindson. The Remuneration Committee will meet at least three times a year and otherwise as required.
The Insider Committee will be responsible for assisting and informing the decisions of the Board concerning the identification of inside information and/or price sensitive information and to make recommendations about how and when the Company should disclose that information in accordance with the Company’s disclosure manual, the Disclosure Guidance and Transparency Rules, the AIM Rules and the Market Abuse Regulation (“MAR”).
The Insider Committee will initially comprise Philip White, Charles Hindson and Michael Wort.