Corporate Governance

As an AIM-listed company, the company does not have to comply with the UK Corporate Governance Code published by the Financial Reporting Council in 2012.

The Quoted Companies Alliance has published a corporate governance code for small and mid-sized quoted companies, which includes a standard of minimum best practice for AIM companies, and recommendations for reporting corporate governance matters (QCA Code). The board embraces the principles of good corporate governance and intends to comply with the QCA Code insofar as it is considered appropriate taking into account the company’s size, stage of development and resources.

Responsibility of the Directors

The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets regularly and has a schedule of matters specifically reserved to it for decision. All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. Training is available for new Directors and other Directors as necessary.

Internal Control

The Directors acknowledge they are responsible for the Company’s system of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the Company failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss. The Company has well established procedures which are considered adequate given the size of the business.

Committees

The board has adopted a formal schedule of matters reserved for decision by it. The board has an audit committee and a remuneration committee, the memberships of which are set out here. Each committee has clear terms of reference.

Directors share dealing code

The Company has adopted, and will operate where applicable, a share dealing code for Directors and applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.

Takeover code

The Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.