In this section:
The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA as an alternative corporate governance code applicable to AIM companies. The Company discloses on its website (and shall within its annual report and accounts) how the Company complies with the QCA Code and, where it departs from the QCA Code, explains the reasons for doing so. The Company will review this information annually in accordance with the requirements of AIM Rule 26.
The Corporate Governance code was last reviewed on 6 May 2021
Board and committee independence
The Board comprises six Directors, following appointment of Diane Gray-Smith on March 2nd 2022 to executive director. The Board comprises four executive directors and two non-executive directors. The Board considers one of the non-executives to be independent for the purposes of the QCA Code, Barry Townsley, Chairman, is not considered independent given his interests in Ordinary Shares in the Company.
The Board has established an audit and risk committee, remuneration committee and nomination committee with formally delegated duties and responsibilities, as described below.
Audit and risk committee
The audit and risk committee will be responsible for 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, and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).
The audit and risk committee will initially comprise Diane Gray-Smith, Tom Price and Barry Townsley and will be chaired by Diane Gray-Smith. The audit and risk committee will meet at least three times a year at appropriate intervals in the reporting and audit cycle and otherwise as agreed between the members of the committee or as required. The audit and risk committee will also meet regularly with the Company’s external auditor.
The remuneration committee will be responsible for determining and agreeing with the Board the framework for the remuneration of the executive Directors and senior management and, within the terms of the agreed policy and in consultation with the Chairman and/or Chief Executive Officer as appropriate, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments, share options or other share awards. The remuneration of non-executive Directors (including the Chairman) will be a matter for the Board (within the limits set in the articles of association). No Director or senior manager will be involved in any decision as to his or her own remuneration.
The remuneration committee will initially comprise Diane Gray-Smith, Tom Price and Barry Townsley and will be chaired by Barry Townsley. The remuneration committee will meet at least twice a year and otherwise as agreed between the members of the committee or as required.
The nomination committee will be responsible for ensuring that the Board and its committees have the appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties, and for reviewing the balance and effectiveness of the Board on a regular basis. This will include reviewing the structure, size and composition of the Board and identifying and nominating, for the approval of Board, candidates to fill vacancies on the Board as and when they arise.
The nomination committee will initially comprise Diane Gray-Smith, Tom Price and Barry Townsley and will be chaired by Tom Price. The nomination committee will meet at least twice a year and otherwise as agreed between the members of the committee or as required.