The Directors recognise the importance of sound corporate governance and, save as disclosed below, the Company will comply with the main provisions of the QCA Guidelines insofar as they are appropriate given the Company’s size and stage of development.
The Company has established an audit committee, a remuneration committee, a nomination committee and an AIM Rules compliance committee with formally delegated duties and responsibilities. The audit committee will comprise George Lucan, Paddy Clanwilliam and Carlos Fernandes, with Carlos Fernandes as chairman, and the remuneration committee will comprise Paddy Clanwilliam and Cameron Buchanan, with Paddy Clanwilliam as chairman. The AIM Rules compliance committee will comprise George Lucan, Paddy Clanwilliam and Cameron Buchanan with George Lucan as chairman. The nomination committee will comprise of Paddy Clanwilliam, Andrew Hollis and Cameron Buchanan with Paddy Clanwilliam as chairman. The composition of these committees may change over time as the composition of the board changes.
The audit committee will determine the terms of engagement of the Company’s auditors and will determine, in consultation with the auditors, the scope of the audit. The audit committee will receive and review reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The audit committee will have unrestricted access to the Company’s auditors.
The remuneration committee will determine the scale and structure of the executive directors’ and senior employees’ remuneration and the terms of their respective service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive directors of the Company will be set by the Chairman and executive members of the board.
The nomination committee will determine the composition of the board of the Company and appointment of senior employees. It will develop succession plans as necessary and report to the Directors.
The AIM Rules compliance committee will ensure that procedures, resources and controls are in place to ensure that AIM Rules compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s nominated adviser regarding the Company’s ongoing compliance with the AIM Rules and in relation to all announcements and notifications and potential transactions.
The Board will keep the Company’s compliance with the new MAR regime under review, and will adopt such policies and practices as the Board consider necessary to ensure such compliance from time to time. This includes compliance with requirements regarding directors’ dealings.
The Company is subject to the UK City Code on Takeover and Mergers.