The Company is not required to comply with the UK Corporate Governance Code and does not voluntarily apply the full requirements of it. However, the Company's corporate governance arrangements do meet many of the requirements that the Board considers most relevant, giving consideration to the size, nature and scope of its activities.
The UK Corporate Governance Code applies to companies quoted on the Official List and not to companies admitted to AIM. However, the directors recognise the importance of sound corporate governance and intend that the group will comply with the provisions of the UK Corporate Governance Code for Small and Mid-Size Quoted Companies 2013 (the "QCA Code"), as published by the Quoted Companies Alliance, insofar as they are appropriate given the group's size, nature and stage of development. As the Company grows, the directors intend that it should develop policies and procedures that reflect the UK Corporate Governance Code, insofar as practicable and appropriate taking into account the size, nature and stage of development of the group.
The Board consists of seven directors, of whom five are executive and two are non-executive. The Board is responsible for formulating, reviewing and approving the group's strategy, budgets and corporate actions. The Company intends to hold board meetings at least six times each financial year and at other times as and when required.
The Company has established an Audit Committee, a Remuneration Committee and an AIM Rules Compliance Committee on Admission, each with terms of reference briefly summarised below.
The Company takes all reasonable steps to ensure compliance by the directors and any relevant employees of the group with the provisions of the AIM Rules for Companies relating to dealings in securities of the Company. It has adopted a share-dealing code for this purpose.
An Audit Committee was established on Admission. The Audit Committee comprises James Cane and Tim James.
The responsibilities of the Audit Committee include monitoring, in discussion with the auditor, the integrity of the financial statements of the Company and reviewing the Company's internal financial controls and riskmanagement systems. The Audit Committee shall also make recommendations to the Board (for submission to shareholders for their approval in a general meeting) on the appointment of the auditor and shall approve the terms of engagement and remuneration of the auditor.
The Audit Committee is required to meet with the auditor at least once a year without any executive director present.
Given the group's size and the nature of its business, the Board does not consider that it would be appropriate to have its own internal audit function. An internal audit function will be established as and when the group is considered to be of an appropriate size. Meanwhile, the audit of internal financial controls forms part of the responsibilities of the group's finance function.
A Remuneration Committee has been established. The Remuneration Committee comprises Michael Davies and Patricia Farley.
The Remuneration Committee has responsibility for setting the remuneration policy for all executive directors and shall recommend and monitor the level and structure of remuneration for senior management. The particular responsibilities of the Remuneration Committee include determining the total individual remuneration package of each executive director and other designated senior executives, approving the design of and targets for any performance-related pay schemes operated by the Company and reviewing the design of all share-incentive plans.
In determining the remuneration policy for executive directors, the Remuneration Committee may take into account all factors that it deems necessary, including relevant legal and regulatory requirements, the provisions and recommendations (insofar as is appropriate having regard to the size and nature of the Company and group) of the UK Corporate Governance Code and the QCA Code.
A member of the Remuneration Committee shall not be entitled to vote on any matter where such member has, either directly or indirectly, a personal, financial or other interest or a potential conflict of interest.
The Board shall determine the remuneration of the non-executive directors within the limits prescribed by the Articles.