The Directors recognise the value and importance of high standards of corporate governance and intend, given the Company's size and the constitution of the Board, to comply with the principal provisions of the UK Corporate Governance Code. The Company also proposes to follow the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM.
On Admission, the Company will not fully comply with the UK Corporate Governance Code or adhere to the recommendations of the QCA Guidelines as the Board will not have a nomination committee.
With effect from Admission, the Board has established an audit committee (the "Audit Committee") and a remuneration committee (the "Remuneration Committee") with formally delegated responsibilities.
As the Board is small, there is not a separate nominations committee and recommendations for appointments to the Board will be considered by the Board as a whole after due evaluation.
The Directors intend to comply, and procure compliance with, Rule 21 of the AIM Rules for Companies relating to dealings by directors and other applicable employees in the Company's securities and, to this end, the Company has adopted an appropriate share dealing code.
The Audit Committee is chaired by David Adams. Its other members are Coline McConville and Jeff Popkin. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meet at least twice a year and will have unrestricted access to the Company's auditors.
The Remuneration Committee is chaired by Coline McConville. Its other members are David Adams, Bill Ronald and Kevin Havelock. The Remuneration Committee review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the non-executive directors of the Company are set by the Board.
The Nomination Committee was formed in September 2017 and is chaired by Bill Ronald. Its other members are Coline McConville, David Adams, Kevin Havelock and Jeff Popkin. The Nomination Committee is responsible for reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the board and making recommendations to the board with regard to any changes.