AIM-quoted companies are required to adopt a recognised corporate governance code on Admission. However, there is no prescribed corporate governance regime in the UK for AIM companies. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Group and the interests of its Shareholders.

 

The Directors acknowledge the importance of the principles set out in the QCA Code and intend to apply the QCA Code, as far as they consider appropriate for a company of its size and nature with effect from Admission.

 

On Admission, the New Board will consist of three non-executive directors (including the Chair) and two executive directors, reflecting a blend of different experiences and backgrounds. The QCA Code recommends that a board should comprise of a balance of executive and non-executive directors, with at least two non-executive directors being independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained. Two of the non-executive directors, Karen Lewis-Hollis and Philip Adler, are considered to be independent for the purpose of the QCA Code.

 

The Board will hold regular meetings, and the Directors will be responsible for formulating, reviewing and approving the Group’s strategy, budget and major items of capital expenditure. Briefing papers will be distributed to all directors in advance of Board meetings. All Directors will have access to the advice and services of the Chief Financial Officer, who will be responsible for ensuring that the Board procedures are followed, and that applicable rules and regulations are complied with. In addition, procedures will be in place to enable the directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Group’s expense.

 

Further details on how the Group intends to comply with the QCA Code (updated for 2023) are set out in Part V of this Document.

 

Audit and Risk Committee

The Audit Committee will comprise of Karen Lewis-Hollis (as Chair) and Matthew Beardmore. Appointments to the Audit Committee shall be for a period of up to three years, which may be extended for up to two additional three-year periods, provided the directors meet the criteria for membership of the Audit Committee. The Audit Committee will be primarily responsible for reviewing and overseeing the relationship with the external auditors, including making recommendations to the Board on the appointment of the Group’s external auditors and their remuneration, and ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee will review and approve the annual internal audit plans, receive reports on the results of the internal auditor’s work and will review the actions taken by management to implement the internal audit recommendations. The Audit Committee will also consider, manage and report on the risks associated with the Group and ensure that it complies with the AIM Rules for Companies and UK MAR in relation to the disclosure of inside information.

 

Remuneration Committee

The Remuneration Committee will comprise of Philip Adler (as Chair) and Karen Lewis-Hollis. Appointments to the Remuneration Committee shall be for periods of up to three years, which may be extended for no more than two additional three-year periods provided the members continue to be independent. The Remuneration Committee is required to meet at least once a year and are responsible for making recommendations to the Board and monitoring the level and structure of remuneration (including pension rights and compensation payments) for senior management (including the executive Directors) ensuring that the Group can recruit and retain executive directors, officers and other key employees who are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Group. Each member of the Remuneration Committee shall have one vote, which may be cast on matters considered at a meeting.

 

Share Dealing Code

With effect from Admission, the Group will operate its Share Dealing Code, which is compliant with Article 19 of UK MAR and Rule 21 of the AIM Rules for Companies. The Share Dealing Code will apply to any person discharging management responsibility, including the Directors and the senior management and any closely associated persons and applicable employees.

 

The Share Dealing Code imposes restrictions beyond those that are imposed by law (including by FSMA, UK MAR and other relevant legislation) and its purpose is to ensure that persons discharging managerial responsibility and persons closely associated with them do not abuse, and do not place themselves under suspicion of abusing, unpublished price-sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of financial results. The Share Dealing Code sets out a notification procedure which is required to be followed prior to any dealing in the listed securities of the Group.

 

Anti-Bribery and Corruption Policy

The Group has adopted an anti-bribery and corruption policy which applies to the Board and employees of the Company and which sets out their responsibilities in observing and upholding a zero-tolerance position on bribery and corruption in all the jurisdictions in which the Group operates as well as providing guidance to those working for the Group on how to recognise and deal with bribery and corruption issues and the potential consequences. The Audit Committee has primary responsibility for implementing the policy and in the absence of any material changes, the Audit Committee shall report to the Board annually.

 

The Group expects all employees, agents or other person or body acting on the Company’s behalf to conduct their business on the Company’s behalf in compliance with the Company’s policy. The prevention, detection and reporting of bribery is the responsibility of all employees throughout the Company. Employees are encouraged to raise concerns about any instance of malpractice at the earliest possible stage. Suitable channels of communication by which employees or others can report confidentially any suspicion of bribery will be maintained through the ability of employees to contact any member of the Board.

 

In addition, the Company operates anti-money laundering, and whistle-blowing policies to ensure it operates in an ethical and sustainable manner.