Corporate Governance

The Directors recognise the importance of sound corporate governance and intend to comply with the QCA Corporate Governance Code to the extent appropriate for a company of its size.

The QCA Corporate Governance Code has been devised by the Quoted Companies Alliance and sets out for smaller quoted companies and, in particular, AIM companies how they can apply the principles of good governance in the UK Corporate Governance Code to their own circumstances.  An alternative code was proposed because the QCA considers the UK Corporate Governance Code to be inappropriate to many AIM companies, having been written principally for larger listed companies.  The QCA Code states that, “The objective of good corporate governance is to deliver growth in long term shareholder value by maintaining a flexible, efficient and effective management framework within an entrepreneurial environment.”

Currently the Board consists of four executive Directors (including the Chairman) and one non-executive Director. The intention of the Directors is to appoint another non-executive Director following Admission and the Company is actively seeking the right person. The Board intends to meet at least 10 times a year to review the Group’s strategy and oversee the Group’s progress towards its goals.  The Board has established audit and remuneration committees.

Audit committee

The audit committee will be chaired by Dean Fielding and its other member will be Harry Hill.  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.

Remuneration Committee

The remuneration committee will be chaired by Dean Fielding and its other members are Kevin Hollinrake and Harry Hill. The remuneration committee will meet at least twice a year. The remuneration committee has responsibility for determining, within agreed terms of reference, the Group’s policy on the remuneration of senior executives and specific remuneration packages for the executive Directors.  It is also responsible for making recommendations as to the adoption of share options schemes and long term incentive plans for senior executives and for grants under such schemes or plans to individual senior executives.