Corporate Governance

The Board of Directors comprises three independent non-executive Directors (including an independent, non-executive Chairman) and six executive Directors.

The Board recognises the importance of sound corporate governance and as such the Company is a member of the Quoted Companies Alliance (QCA) and the board has chosen to comply with the QCA Corporate Governance Code. Full details of the Company's compliance with the QCA Corporate Governance Code is available in the download at the bottom of this page..

The Chairman of the Board is ultimately responsible for the Corporate Governance of the Group but the Board as a whole considers that good corporate governance is a key driver in the success of the business and accountability to the Company’s stakeholders, including shareholders, customers, suppliers and employees is a vital element in that governance.

The Directors consider that the corporate governance framework that the Group operates within is proportionate to the size, risk and complexity of its business. The Board considers that it does not depart from any of the principles of the QCA Code..

The Board has delegated certain responsibilities to several sub-committees.

Audit Committee

The Board has established an audit committee with formally delegated duties and responsibilities, comprising not less than two non-executive directors. The audit committee will meet at least twice a year and will be responsible for ensuring that the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. Guy van Zwanenberg (chairman) and Michael Peagram are the current members of the audit committee.

Remuneration Committee

The Board has established a remuneration committee with formally delegated duties and responsibilities, comprising not less than two non-executive directors. The remuneration committee will meet at least once a year and will be responsible for setting the remuneration policy for the executives of the Company. Michael Peagram (chairman), Guy van Zwanenberg and Gaye Hudson are the current members of the remuneration committee.

Nomination Committee

The Board has not deemed it necessary to form a nomination committee. The Board as a whole is responsible for determining from time to time whether it is appropriate to appoint new Directors.

Share Dealing Code

The Board has adopted a share dealing code which applies to all Directors and employees of the Company to ensure they are compliant with the provisions of the AIM Rule 21 and the requirements under the Financial Services and Markets Act 2000 and the Market Abuse Directive relating to trading in the Company's securities. The Board consider that this share dealing code is appropriate for a company whose shares are traded on AIM.

Takeover Code

The Company is a public company incorporated in England and Wales and headquartered in the UK. Accordingly, the Takeover Code applies to the Company and, as a result, shareholders are entitled to the benefit of the takeover offer protections provided under the Takeover Code.

Information Review

Information on corporate governance is regularly reviewed and updated. This page was last reviewed on 16 October 2018.

QCA Corporate Governance Compliance Document


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