Corporate Governance

Corporate Governance

The Corporate Governance Code, which was published in September 2012, applies only to companies on the premium segment of the Official List and not to companies whose shares are admitted to trading on AIM. However, the Directors recognise the importance of sound corporate governance and intend that the Group will comply with the provisions of the Corporate Governance Code and the QCA Guidelines insofar as they are appropriate given the Company’s size, nature and stage of development. As the Company grows, the Directors intend that it should develop policies and procedures which reflect the Corporate Governance Code, so far as it is practicable taking into account the size and nature of the Company.

The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. Following Admission, the Group intends to hold Board meetings at least 4 times each financial year and at other times as and when required. The Group has established properly constituted audit, remuneration and nomination and AIM compliance and Corporate Governance committees of the Board with formally delegated duties and responsibilities, a summary of which is set out below.

Audit committee

The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. On Admission, the members of the audit committee will be Geoff McNamara, who will act as chairman of the committee and Paul Quirk.

Remuneration and nominations committee

The remuneration and nominations committee is responsible for providing recommendations to the Board on matters including, the composition of the Board and competencies of Directors, the appointment of Directors, the performance of the executive directors and senior management and making recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of share awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time to time. The remuneration and nominations committee will meet at least twice a year. On Admission, the members of the remuneration and nominations committee will be Geoff McNamara, who will act as chairman of the committee, David Pelham and Bert Monro.

AIM compliance and corporate governance committee

The role of the AIM compliance and corporate governance committee will be to ensure that the Company has in place sufficient procedures, resources and controls to enable it to comply with the AIM Rules for Companies and ensure appropriate wider corporate governance. It is intended that the AIM compliance and corporate governance committee will make recommendations to the Board and proactively liaise with the Company’s nominated adviser on compliance with the AIM Rules for Companies and broader corporate governance issues. The AIM compliance and corporate governance committee will also monitor the Company’s procedures to approve any share dealings by directors or employees in accordance with the Company’s share dealing code. On Admission, the members of the AIM compliance and corporate governance committee will be Geoff McNamara, who will act as chairman of the committee Paul Quirk and Bert Monro.