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 follow the principles set out in the QCA Corporate Governance Code. The QCA Corporate Governance Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies.
The Board currently compromises six Directors, three of whom are Executive Directors and three of whom are Non-Executive Directors, reflecting a blend of different experiences and backgrounds. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision-making. The Board considers Simon Ingram to be an independent Non-Executive Director. The Board recognises that, given Mr Terlizzi’s and Mr Argent’s respective relationships with David Haring (as described in further detail in the admission document dated 22 June 2017), Mr Terlizzi and Mr Argent should not be considered to be independent. The Company intends to recruit an additional independent Director by the end of 2017.
The Board intends to meet regularly to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals. The Company has established the Audit Committee and the Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
Audit Committee
The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than two times in each financial year and will have unrestricted access to the Group’s external auditors.
The Audit Committee comprises Stephen Argent, Simon Ingram and James Terlizzi and is chaired by Stephen Argent.
Remuneration Committee
The Remuneration Committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary, but at least twice each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance.
The Remuneration Committee comprises Simon Ingram, Stephen Argent and James Terlizzi and is chaired by Simon Ingram.
Share Dealing Code
The Directors will comply with and seek to procure compliance by applicable employees with the relevant provisions of the AIM Rules for Companies and the Market Abuse Regulation relating to dealings by Directors and applicable employees in the securities of the Company. The Company has therefore adopted, with effect from Admission, the Share Dealing Code, in conformity with the requirements of Rule 21 of the AIM Rules for Companies and will take all reasonable steps to ensure compliance by the Board and all applicable employees with the terms of the Share Dealing Code.