AIM-quoted companies are required to adopt a recognised corporate governance code with effect from their admission to trading on AIM however, there is no prescribed corporate governance regime for AIM companies. The QCA has published the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”), a set of corporate governance guidelines, which include a code of best practice, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters.The Directors acknowledge the importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the QCA Code.
Following Admission, the Board will comprise four Directors, of which two are Executive Directors and two are Non-Executive Directors. The Board considers Jonathan Lee and Dino Rocos to be independent Non-Executive Directors under the criteria identified in the QCA Code. The Board intends to appoint a further independent non-executive director within 12 months of Admission.
The Company will hold regular board meetings and the Board will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Board has established an Audit Committee and a Remuneration Committee with formally delegated rules and responsibilities. Each of these board committees will meet as and when appropriate, but at least twice each year.
The Audit Committee will comprise Jonathan Lee, who will act as chair, and Dino Rocos. The Audit Committee will, among other things, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company.
The Remuneration Committee will comprise Dino Rocos, who will act as chair, and Jonathan Lee. The Remuneration Committee will review and make recommendations in respect of the Executive Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee will also make recommendations to the board concerning the allocation of share options to employees under the intended share option schemes.