Corporate GovernanceThe Directors recognise the value and importance of high standards of corporate governance and intend to comply with the principal provisions of the UK Corporate Governance Code as far as is practical for a company of the Company’s size and nature.
With effect from Admission, the Board has established an audit committee (the “Audit Committee”), a nomination committee (the “Nomination Committee”) and a remuneration committee (the “Remuneration Committee”) with formally delegated responsibilities.
The Audit Committee will be chaired by Sophie Tomkins. Its other member will be Andrew Gerrie. The Audit Committee will have 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 will receive and review reports from the Company’s management and auditor relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet at least twice a year and will have unrestricted access to the Company’s auditor.
The Nomination Committee will be chaired by Andrew Gerrie, and will identify and nominate for the approval of the Board candidates to fill Board vacancies as and when they arise. The Nomination Committee will meet at least once a year. Sophie Tomkins will be the other member of the Nomination Committee.
The Remuneration Committee will be chaired by Andrew Gerrie. Its other member will be Sophie Tomkins. The Remuneration Committee will review 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 will meet at least once a year.
The Remuneration Committee will also make 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 Directors intend to comply, and procure compliance with, Rule 21 of the AIM Rules for Companies relating to dealings by directors and other applicable employees in the Company’s securities and, to this end, the Company has adopted an appropriate share dealing code. Each Non-Executive Director is deemed independent for the purposes of the UK Corporate Governance Code.