As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code. However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.
Accordingly, the Board has established two committees: an Audit and Risk Committee, and a Remuneration Committee.
Audit and Risk Committee
The Audit and Risk Committee comprises Mr. Peter Presland, Mr. Malcolm Glaister and Dr. Marilyn Orcharton, with Mr. Presland as Chairman. The committee is responsible, amongst other things, for monitoring the Group’s financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and half-yearly financial statements, reviewing and monitoring the extent of non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external auditors process and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for the reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit and Risk Committee gives due consideration to laws and regulations, the provisions of the Corporate Governance Code and the requirements of the Listing Rules. The Audit and Risk Committee will meet at least three times per year at appropriate intervals in the financial reporting and audit cycle and otherwise as required.
The Remuneration Committee comprises Mr. Malcolm Glaister, Mr. Peter Presland and Mr Zakaria Azis, with Mr. Glaister as Chairman. The committee is responsible, amongst other things, for assisting the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s executive directors. It is also responsible for approving the rules and basis for participation in any performance related pay-schemes, share incentive schemes and obtaining reliable and up-to-date information about remuneration in other companies. The Remuneration Committee will meet at least two times per year.
Note that currently the Board does not comply with the provision of the Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. In addition, the Company has not appointed a senior independent director. The Company may appoint additional independent non-executive directors once the Group has grown to an appropriate size.
The company will adopt, effective from Admission, procedures ensuring compliance with the new Market Abuse Regulation (MAR) and the Board will be responsible for taking all proper and reasonable steps to ensure compliance with the MAR by the Directors.