The Quoted Companies Alliance (QCA) Code

AIM quoted companies are required to state which recognised corporate governance code they follow, and how they comply with such code and to explain reasons for any non-compliance. The Directors recognise the value and importance of high standards of corporate governance and has fully adopted, and is working towards full compliance with, the Quoted Companies Alliance (‘QCA’) Corporate Governance Code (‘the Code’) for small and mid-size quoted companies. Details as to how the Company complies with this Code is set out here.

The Board

The Board is responsible for the overall management of the Group including the formulation and approval of the Group’s long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies and plans. While the Board may delegate specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board meets regularly to review performance.

The QCA Code recommends that at least two members of the Board comprise non-executive directors determined by the Board to be independent. The Board currently comprises five Directors, of whom three are executive and two are non-executive. The Board considers both of the non-executives, being The Rt. Hon. Mark Field and Emma Hynes, to be independent and, as such, the Company complies with the requirements of the QCA Code.

The QCA Code recommends that the Board should appoint one of its independent non-executive Directors to be the Senior Independent Director. The Senior Independent Director should be available to shareholders if they have concerns over an issue that the normal channels of communication (through the Chairman, the Chief Executive Officer or the Chief Financial Officer) have failed to resolve or for which such channels of communication are inappropriate. The Company’s Senior Independent Director is The Rt. Hon. Mark Field.

A culture based on ethical values and behaviours is promoted. The Board has prepared a Code of Ethics to embed into the Company’s culture and intends to train all future staff members in its use. The Board is confident that it can adequately assess the corporate culture within the Company.

The Board has established an Audit Committee and a Remuneration Committee. Given the size of the Board, it does not intend to establish a separate Nominations Committee and recommendations for appointments to the Board will be considered by the Board as a whole after due evaluation.

The Audit Committee

The Audit Committee is chaired by The Rt. Hon. Mark Field. Its other member is Emma Hynes. The Audit Committee has 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 receives and reviews 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.

Further, the Audit Committee advises the Board on the Group’s overall risk appetite and strategy including, inter alia, regularly reviewing and updating (if appropriate) the risk assessment processes in place, including in relation to remuneration and compliance functions, and assisting in overseeing implementation of the adopted strategy. The Audit Committee meets at least twice a year and has unrestricted access to the Company’s auditors. The Audit Committee Terms of Reference can be viewed here .

The Remuneration Committee

The Remuneration Committee is chaired by The Rt. Hon. Mark Field. Its other member is Emma Hynes. The Remuneration Committee reviews the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the non-executive directors of the Company will be set by the Board. The Remuneration Committee Terms of Reference can be viewed here.