Governance

Corporate Governance

The Company was admitted to AIM on 23 October 2014.

The Directors acknowledge the importance of the principles set out in the Corporate Governance Code. Although the Corporate Governance Code is not compulsory for AIM quoted companies, the Directors intend to apply the principles contained therein, as far as they consider appropriate for a company of its size and nature.

Board composition

The Board comprises four Directors, one of whom is an executive Director and three of whom are non-executive Directors, reflecting a blend of different experience and backgrounds.

The Board intends to meet regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all Directors will receive appropriate and timely information. Briefing papers will be distributed to all Directors in advance of Board meetings. All Directors will have access to the advice and services of the Company Secretary, who will be responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures will be in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company's expense.

Board performance and remuneration

The Nomination Committee has Alex Stevenson as chairman, and will identify and nominate, for the approval of the Board, candidates to fill board vacancies as and when they arise. The Nomination Committee will meet at least once a year. Harry Finch and Samuel Williams are the other members of the Nomination Committee.

The Remuneration Committee has Harry Finch as chairman, and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee will meet at least once a year. Samual Williams and Alex Stevenson are the other members of the Remuneration Committee.

Communicating Vision and Strategy

The Company realises the importance of communication with shareholders. The Chief Executive Officer is the Company’s principle contact for investors, fund managers, the press and other interested parties.
The Chief Executive Officer will meet with the company’s brokers during the year to ensure that they are aware of the views of major shareholders. Additionally, at the Annual General Meeting, investors are given the opportunity to question the entire Board.

The Board communicates internally with its employees to ensure that they are kept up to date with Company developments and strategy.

Approach to Risk and Internal Control

The Board acknowledges its responsibility for establishing and monitoring the systems of internal control. The Board regularly reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment.

The Audit Committee has Samuel Williams as chairman, and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and reviewing reports from the Group’s auditors relating to the Group’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee will meet at least twice a year. Clive Dix and Harry Finch are the other members of the Audit Committee.

Approach to addressing Stakeholder and Social responsibilities

The Board are committed to managing the business to ensure that the key stakeholder and social responsibilities are met.

The Company recognises that having an effective workforce is fundamental to organisational success. For this reason, it is Company policy to recruit the best person for each vacancy. Selection will be purely merit based against pre-determined job requirements and in full compliance with the objectives of the Equality and Dignity at Work policies.

The Company requires employees to act ethically and responsibly in accordance with the policies and procedures within our employment handbook, which includes policies on whistleblowing.