The directors of the Company (the “Directors”) recognise the importance of sound corporate governance and confirm that they intend that the Company will continue to comply, so far as practicable and to the extent appropriate for a company of its nature and size, with the recommendations in the "Corporate Guidance Code for Small and Mid-Sized Quoted Companies 2013" published by the Quoted Companies Alliance (QCA Guidelines), which have become a widely recognised benchmark for corporate governance of smaller quoted companies, particularly AIM companies. Given the size of the the Company and its subsidiaries (the “Group”), the board currently comprises of three non-executive directors (including the Chairman), Clive Garston, Paul Hagon and Keith Sadler, and three executive directors, Sam Bazini, Eoin Macleod and Neil Rodol (the "Board"). The Board considers this to be appropriate at this relatively early stage of the Company’s development, but will reconsider this as the Group grows in size.
It is intended that the Board will meet at least ten times a year to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals. The Board has established the Audit Committee Remuneration Committee and Insider Committee with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises. Due to the size of the Group, the Directors have decided that issues concerning the nomination of directors will be dealt with by the Board rather than a committee but will regularly reconsider whether a nominations committee is required.
The Audit Committee consists of Keith Sadler (as chairman), Clive Garston and Paul Hagon. The Audit Committee is convened formally at least three times a year and otherwise as required. It has responsibility for ensuring that the financial performance of the Group is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Group (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, reviewing findings of an audit with the auditors, meeting regularly with the auditors and advising on the appointment of external auditors.
The Remuneration Committee consists of Paul Hagon (as chairman), Clive Garston and Keith Sadler. The Remuneration Committee is convened not less than twice a year and otherwise as required. It has responsibility for determining, within the agreed terms of reference, the Group’s policy on the remuneration packages of the Company’s chairman, and the executive Directors and such other members of the senior management as it is designated to consider. The Remuneration Committee also has responsibility for determining (within the terms of the Group’s policy and in consultation with the chairman of the Board and/or the chief executive officers) the total individual remuneration package for each executive Director and other senior managers (including bonuses, incentive payments and share options or other share awards). The remuneration of non-executive Directors will be a matter for the Board. No Director or manager will be allowed to partake in any discussions as to their own remuneration.
In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Guidelines.
The Insider Committee consists of Clive Garston (as chairman), Samuel Bazini and Neil Rodol. The Insider Committee will be responsible, inter alia, for the identification of inside information for the purpose of maintaining the Company’s insider lists and for reporting that information as required under Market Abuse Regulation (EU) 596/2014.
Share Dealing Code
The Directors will comply with the Market Abuse Regulations ("MAR"), which came into force on 3 July 2016 and which provides a legal prohibition on trading by “persons discharging managerial responsibilities” during close periods. Accordingly, the Company has adopted a share dealing code for directors and applicable employees and the Company will take all reasonable steps to ensure compliance by its directors and applicable employees, and other relevant persons, with the provisions of MAR and of the AIM Rules relating to dealing in securities.