Committed to ensuring appropriate standards of governance are maintained
As a company admitted to the Standard Segment of the Official List, we are not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to ensuring that appropriate standards of corporate governance are maintained, so far as is appropriate given the current stage of development, the size and composition of Board and available resources. The Board will aim to comply with the QCA Guidelines on Corporate Governance (QCA Guidelines). The company does not currently comply with the QCA Guidelines in full.
The Board holds regular scheduled and other timely board meetings as issues arise which require the attention of the Directors. The Board is responsible for the management of the business, setting our strategic direction, establishing our policies, overseeing our financial position, and monitoring our business and affairs on behalf of shareholders to whom they are accountable.
The primary duty of the Board is to act in the best interests of the company at all times. The Board addresses issues relating to internal control and risk management and has formally adopted an anti-corruption and bribery policy.
The Board has established an Audit Committee and a Remuneration Committee, with such committees having formally delegated duties and responsibilities. Given the size and structure of the current Board, it has been determined that it is not necessary to delegate the function of the nomination of Directors and senior managers to a separate nomination committee.
The Audit Committee comprises two members, being Anthony Eastman (as Chair) and Sandy Barblett, and has primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the group is properly measured and reported on and for reviewing reports from the company’s auditors relating to the group’s accounting and internal controls. The committee is also responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the group is properly monitored and reported. The Audit Committee meets not less than three times a year.
The Remuneration Committee comprises two members, being Sandy Barblett (as Chair) and Anthony Eastman, and has responsibility for both the review and recommendation of the scale and structure of remuneration for senior management. This includes any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the group. The committee meets at least twice per year.