The UK Corporate Governance Code published by the Financial Reporting Council does not apply to AIM companies. Accordingly, on Admission, the Company will not comply with any corporate governance code. However, the Directors recognise the importance of good corporate governance and will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies, published from time to time by the Quoted Companies Alliance, to the extent that they believe it is appropriate in light of the size, stage of development and resources of the Company.
The Company has adopted, and will operate a share dealing code for Directors and other applicable employees under equivalent terms to those provided by Rule 21 of the AIM Rules for Companies. The Board has established an Audit Committee and a Remuneration Committee, with formally delegated duties and responsibilities as described below.
The Audit Committee will have the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. At Admission, the Audit Committee will be chaired by Graham Woolfman and also include Tim Worlledge and Roy Sayers. Terms of Reference of the Audit Committee
The Remuneration Committee will consist of a committee chaired by Tim Worlledge and will also include Graham Woolfman and Roy Sayers. The Remuneration Committee will review the performance of the executive directors 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. In exercising this role, the Directors shall have regard to the recommendations put forward in the UK Corporate Governance Code and the QCA Corporate Governance Code for Small and Mid-size Quoted Companies 2013.