Corporate Governance

Corporate Governance

The Board is committed to achieving high standards of corporate governance, integrity and business ethics. Under the AIM Rules the Group is not required to comply with the provisions of the UK Corporate Governance Code issued by the Financial Reporting Council (the 'Code'). The Board has taken into consideration the Guidance for Small and Mid-Size Quoted Companies in the Corporate Governance Code produced by the Quoted Companies Alliance and has taken steps to apply the principles of the QCA Code in so far as they can be applied practically, given the size of the Group and the nature of its operations.

The Board is responsible for establishing the strategic direction of the Group, monitoring the Group's trading performance and appraising and executing development and acquisition opportunities. During the year the Company held regular Board meetings at which financial and other reports were considered and, where appropriate, voted on and has also held ad hoc meetings as required to deal with specific issues.

Details of the Directors' beneficial interests in Ordinary Shares is set out in the Directors Report. The Directors intend to comply with Rule 21 of the AIM Rules and the Market Abuse Regulations 2014 relating to directors' dealings and will take all reasonable steps to ensure compliance by any employees of the Company to whom regulations  applies. The Company has, in addition, adopted the Share Dealing Code for dealings in its Ordinary Shares by directors and senior employees.

The Board comprises two executive and three independent non-executive directors and the Board committees are comprised only of non-executive directors. The Non-executive Chairman and Chief Executive Officer have separate and clearly defined roles. The Chairman is responsible for running the Board and the Chief Executive Officer is responsible for the day to day management of the Group and for delivering the key objectives of the business.

The Board has established an audit and risk committee and a remuneration committee both with formally delegated duties and responsibilities. The audit and risk committee comprises, Malcolm Berryman as the Chairman, together with Robin Ellison and the remuneration committee comprises Malcolm Berryman, as the Chairman and Robin Ellison.

The terms of reference for the audit and risk committee include requirements:

  • To monitor the integrity of the financial statements of the Group and any formal announcements relating to the Group's financial performance, reviewing significant financial reporting judgements contained in them;
  • To review the Group's internal financial controls together with the Group's internal control and risk management systems.
  • To monitor and review the external auditor's independence and objectivity and to make recommendations in relation to the appointment, re-appointment and removal of the external auditor

The terms of reference for the remuneration committee provide that it will review the scale and structure of the Executive Directors' remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the non-executive directors will be set by the Board. No director may participate in any meeting at which discussion or decision regarding his own remuneration takes place.

The Directors do not consider that, given the size of the Board, it is appropriate at this stage to have a nomination committee.


Page last up-dated: 20 June 2018


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