The Directors recognise the importance of sound corporate governance and fully comply with the principles set out in the QCA Code. The QCA Code was devised by the QCA, in conjunction with a number of significant institutional small company investors as an alternative corporate finance code applicable to AIM companies. It has become a widely recognised benchmark for corporate governance of small and medium-sized quoted companies, particularly AIM companies.
A summary of the application of the QCA Corporate Governance recommendations as they apply to the Company is available here.
Upon Admission, and in compliance with the recommendations of the QCA Code, the Board comprises of six Directors, two of whom are Executive Directors and four of whom are Non-Executive Directors, reflecting a blend of different experiences and backgrounds. The Directors believe that the composition of the Board brings a desirable range of skills, diversity and experience considering the Company’s challenges and opportunities following Admission, while at the same time ensuring that no individual or small group of individuals can dominate the Board’s decision making. Ahmet Iplikci, Richard Kilner and Robin Stevens are considered to be independent.
The Board meets regularly to review, formulate and approve the Company’s strategy, budgets and corporate actions and oversee the Company’s progress towards its goals. The Company has established an Audit Committee, a Nomination Committee and a Remuneration Committee, each 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 have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee meet not less than three times in each financial year and have unrestricted access to the Company’s external auditors. The members of the Audit Committee include Non-Executive Directors. The Audit Committee comprises Robin Stevens (as Chair), Richard Kilner and Henry Pitman.

Remuneration Committee

The Remuneration Committee will review the performance of the Executive Directors, chairman of the Board and senior management of the Company 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 members of the Remuneration Committee shall include two Non-executive Directors. The Remuneration Committee comprises Richard Kilner (as Chair), Robin Stevens and Ahmet Iplikci

Nomination Committee

The Nomination Committee lead the process for board appointments and make recommendations to the Board. The Nomination Committee evaluate the balance of skills, experience, independence, and knowledge on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee meet as and when necessary, but at least once each year. The Nomination Committee comprises Ahmet Iplikci (as Chair) and Henry Pitman.