The Board sets the Company’s strategic aims, its values and standards, and ensure that its obligations to its shareholders and others are understood and met.
Companies that are admitted to trading on AIM are not required to comply with the UK Corporate Governance Code. However, the Directors will comply with the provisions of the Corporate Governance Code for Small and Mid-Size Quoted Companies, published from time to time by the Quoted Companies Alliance (“QCA”), to the extent that they believe it is appropriate in light of the size, stage of development and resources of an AIM-quoted company.
The Company has adopted, and will operate a share dealing code for Directors, persons discharging managerial responsibility as defined in section 96B of FSMA and other applicable employees. The Board has established an audit committee and a remuneration committee.
The Audit Committee meets at least three times a year and is responsible for ensuring that the financial performance of the Group is properly reported and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. The external auditors are requested to attend all meetings and the Audit Committee has discussions with the external auditors at least once a year without any executive Directors being present. The Audit Committee comprises Andrew Partington as Chairman and Jeremy Taylor-Firth.
The Remuneration Committee reviews the performance of the executive Directors and sets and reviews the scale and structure of their remuneration, the terms of their service agreements and the granting of share options with due regard to the interests of the Shareholders. In determining the remuneration of executive Directors, the Remuneration Committee seeks to enable the Company to attract and retain executives of high calibre. No director is permitted to participate in discussions or decisions concerning his own remuneration. The Remuneration Committee meets as and when necessary. The Remuneration Committee comprises Graham Brown as Chairman and Jeremy Martin.
Share Dealing Code
The Company has adopted a share dealing policy which sets out the requirements and procedures for the Board and applicable employees’ dealings in any of its AIM securities in accordance with the provisions of MAR and of the AIM Rules for Companies.
Bribery and anti-corruption policy
The Company has adopted an anti-corruption and bribery policy which applies to the Board, management and employees of the Group. It generally sets out their responsibilities in observing and upholding a zero tolerance position on bribery and corruption in all the jurisdictions in which the Group operates as well as providing guidance to those working for the Group on how to recognise and deal with bribery and corruption issues and the potential consequences. The Company expects all employees, suppliers, contractors and consultants to conduct their day-to-day business activities in a fair, honest and ethical manner, be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.