The Directors recognize the importance of sound corporate governance and whilst the UK Corporate Governance Code does not apply to AIM companies, the Directors intend to observe the requirements of the UK Corporate Governance Code to the extent they consider appropriate in light of the Group’s size, stage of development and resources. The board also proposes, so far as practicable, to follow the recommendations set out in the corporate governance code for small and mid-size quoted companies 2013 published by the Quoted Company Alliance (“QCA”)
The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally delegated duties and responsibilities as described below.
The company is subject to UK city code on Takeover & Mergers.
The Audit Committee
The Audit Committee will be responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The audit committee will monitor the need for an internal audit department following Admission.
The Audit Committee will comprise Barney Quinn, who will act as Chairman, and John O’Hara, and will co-opt such directors as they see fit. The Audit Committee will meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee will also meet regularly with the Company’s external auditors.
The Remuneration Committee
The Remuneration Committee will be responsible for determining and agreeing with the Board the framework for the remuneration of the Chairman, the executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, incentive payments and share options or other share awards. The remuneration of non-executive Directors will be a matter for the Chairman and the other executive members of the Board. No Director will be involved in any decision as to his or her own remuneration.
The Remuneration Committee will comprise Barney Quinn, who will act as Chairman, and John O’Hara and will co-opt such directors as they see fit. The Remuneration Committee will meet at least twice a year and otherwise as required.
The Nomination Committee
The Nomination Committee will be responsible for considering the selection and re-appointment of Directors. It will identify and nominate candidates to fill Board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regards to any changes. The Nomination Committee will comprise Barney Quinn, who will act as Chairman, and John O’Hara and other directors will be invited to join the committee as they see fit.
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.