The Board guides and monitors the business and affairs of the Company on behalf of the Company’s Shareholders to whom it is accountable, and is responsible for corporate governance matters. While certain key matters are reserved for the Board, it has delegated responsibilities for the day-to-day operational, corporate, financial and administrative activities to the Chief Executive Officer and the Chief Financial Officer.
In assessing the composition of the Board, the Directors have had regard to the following principles:
the Chairman should be an independent non-executive director;
the role of the Chairman and the Chief Executive Officer should not be exercised by the same person;
the Board should include at least two independent non-executive directors (inclusive of the Chairman), increasing where additional expertise is considered desirable in certain areas, or to ensure a smooth transition between outgoing and incoming non-executive directors; and
the Board should comprise directors with an appropriate range of qualifications and expertise.
The Company believes it complies with each of these principles.
Richard Horsman and Geoff Wilson are considered “independent” members of the board.
Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the Company following their appointment and thereafter are subject to re-election in accordance with the Company’s Articles of Association.
The UK Corporate Governance Code, as published by the Financial Reporting Council, is the corporate governance regime for England and Wales. The Company will, to the extent practicable for a company of its size and nature, follow the UK Corporate Governance Code, and has established a remuneration and audit committee, each with their own terms of reference, the members of which are independent non-executive directors. The Directors are aware that there are currently certain provisions of the UK Corporate Governance Code that the Company is not in compliance with, given the size and early stage nature of the Company, these include, inter alia:
The Company does not currently believe it is necessary to have a separate nominations committee at this time. The Board as a whole will review the appointment of new members of the Board, taking into account the interests of Shareholders and the performance of the Company. The requirement for a nominations committee will be considered on an ongoing basis.
Unless a further Independent Non-Executive Director is appointed, the Board will not comply with provision B.1.2. of the Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent.
The chairman of the remuneration committee is the Chairman of the Company, which is outside the principals of D.2.1 of the Corporate Governance Code.
The Company intends to comply with the Model Code published in Chapter 9 of the UKLA’s Listing Rules, has adopted a list of matters reserved for the Board, a disclosure policy, insider lists and an anti-bribery policy.
The Remuneration Committee will assist the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Group’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Executive Directors and the Group secretary. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration wherever possible.
The Remuneration Committee will meet as and when required.
The Articles of Association of the Company will be such so as to be appropriate for a Standard Listed company.
The Company has established an Audit Committee with delegated duties and responsibilities. The Audit Committee will be responsible, amongst other things, for making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing the integrity of the Company’s financial statements and any formal announcements on the Company’s financial performance as well as reports from the Company’s auditors on those financial statements. In addition, the Audit Committee will review the Company’s internal financial control and risk management systems to assist the Board in fulfilling its responsibilities relating to the effectiveness of those systems, including an evaluation of the capabilities of such systems in light of the expected requirements for any specific acquisition target. The Audit Committee will meet at least twice a year, or more frequently if required.
As at the date of this document, the Board has voluntarily adopted the Model Code for directors’ dealings contained in the Listing Rules. The Board will be responsible for taking proper and reasonable steps for ensuring compliance with the Model Code by the Directors.
Compliance with the Model Code is being undertaken on a voluntary basis, and the FCA will not have the authority to (and will not) monitor the Company’s compliance with the Model Code nor will it be able to impose any sanctions in respect of failure by the Company to comply.
A Standard Listing of the Ordinary Shares on the Official List and a Standard Listing offers less protection to Investors than would otherwise be the case with a Premium Listing on the Official List.