Corporate Governance

The Ordinary Shares are admitted to trading on AIM, therefore the Company is not required to comply with the UK Corporate Governance Code under the AIM Rules for companies, but it is required to comply or explain against a recognised corporate governance code. The Directors have determined that the most appropriate recognised corporate governance code for the Company to adopt at the current stage of its development is the QCA Code.

Please click here to read our statement of compliance with the QCA Corporate Governance Code.

QCA

The Company has complied with the QCA Code since Admission.

The Board is responsible for setting the vision and strategy for the Company to deliver value to Shareholders by effectively implementing its business model. The Board members are collectively responsible for defining corporate governance arrangements to achieve this purpose, under clear leadership from the chair. The Schedule of Matters Reserved for the Board is available below.

The QCA Code recommends at least two members of the Board are Non-Executive Directors determined by the Board to be independent. The Board comprises five Directors, including two Independent Non-Executive Directors and a Non-Executive Chairman.

The Board has established an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee. The Terms of Reference for these committees are available below.

Further disclosures as required by the QCA Corporate Governance Code are available below.

Audit and Risk Committee

The Audit and Risk Committee will be responsible for monitoring the quality of internal controls, ensuring accurate financial performance reporting, reviewing reports from the Company’s auditors and in all cases having due regard to the interests of Shareholders. It will also examine the key risks that impact the Group and assess the adequacy of the Group’s mitigation strategies. It will have the power to call on executive Board members and senior management for the purposes of seeking information as well as making recommendations. The committee will consist of at least a majority of non-executive directors with relevant financial and accounting experience, appointed for up to 3 years, subject to extension. The first Chairperson of the Audit and Risk Committee will be Linda Main. Sir Robert Neill KC and Geoffrey Barnes will be the first other members of the Audit and Risk Committee.

Remuneration Committee

The Remuneration Committee will review the rewarding of Executive Directors and other identified senior executives of the Group to ensure they are fairly rewarded for their individual contribution to the overall performance of the Company including in relation to the granting of options, while having due regard to the interests of Shareholders. The Remuneration Committee will meet twice a year. The first Chairperson of the Remuneration Committee shall be Sir Robert Neill KC. Linda Main and Geoffrey Barnes will be the other first members of the Remuneration Committee.

Nomination Committee

The Nomination Committee will identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when required. The Nomination Committee will meet as needed (at least twice a year). The first Chairperson of the Nomination Committee shall be Sir Robert Neill KC. Linda Main and Geoffrey Barnes will be the first other members of the Nomination Committee.