The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company’s size, board structure, stage of development and resources.
The QCA Code recommend that the board of directors should include a balance of executive and non-executive directors, such that no individual or small company of individuals can dominate the board’s decision taking. In the case of a smaller company, such as the Company, the QCA Code recommends that the board should include at least two non-executive directors who are independent.
The Company will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have, conditional on Admission, established an audit committee and a remuneration committee with formally delegated rules and responsibilities. Each of these committees will meet as and when appropriate save in the case of the remuneration and audit committees which will meet at least twice a year.
The Remuneration Committee, which will comprise Sir Hugo Swire, Martin Riley, Philip Seers and Robert Porter-Smith, will meet not less than twice each year. The committee will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.
The Audit Committee, which will comprise Philip Seers, Robert Porter-Smith, Martin Riley and Alistair Wallace, will meet not less than twice a year. The committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.
NEX Rule Compliance Committee
The NEX Rule Compliance Committee, which will comprise Michael Williams, Guifang Luo and Martin Riley, will meet not less than twice a year.