The Company is not required to comply with the provisions of the Governance Code or the Corporate Governance Code for Small and Mid-Size Quoted Companies 2013 published by the Quoted Companies Alliance.
However, the Board recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the Governance Code and the QCA Guidelines insofar as they are appropriate given the Company’s size and stage of development. The Board of Directors comprises three executive directors and one non-executive director. The executive directors, being Captain Graham Peck, Iain McLure and Gerrard Dempsey are not considered to be independent. The Board has determined that the non-executive director, Paul Ryan is independent.
The Board is aware that it is not compliant with the QCA Guidelines or the Governance Code in respect of having at least two independent non-executive Directors. It is the Board’s intention that, as soon as practicable, an additional independent non-executive director will be appointed to the Board. The Board has established an audit committee, a remuneration committee and a nomination committee, with formally delegated duties and responsibilities and each with written terms of reference.
The Audit Committee is chaired by Paul Ryan. An additional non-executive director will be appointed to the committee as soon as possible. The Audit Committee is expected to meet at least four times a year and otherwise as required. A non-executive director must be present at the meeting to form a quorate. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.
The Remuneration Committee is chaired by Gerry Dempsey. An additional non-executive director will be appointed to the committee as soon as possible. It is expected to meet not less than twice a year and at such other times as required. A non-executive director must be present at the meeting to form a quorate. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for: (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the chairman, each executive and nonexecutive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.
The Nomination Committee is chaired by Paul Ryan. An additional non-executive director will be appointed to the committee as soon as possible. It is expected to meet not less than once a year and at such other times as required. A non-executive director must be present at the meeting to form a quorate. The Nomination Committee will have responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The Nomination Committee will also have responsibility for recommending new appointments to the Board and to the other Board committees. It will be responsible for identifying suitable candidates for board membership and monitor the performance and suitability of the current Board on an on-going basis.
The Company has adopted a share dealing code for the Board and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during close periods in accordance with Rule 21 of the AIM Rules) and the Company will take all reasonable steps to ensure compliance by the Board and any relevant “applicable employees” (as defined in the AIM Rules for Companies) with such code.
The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.