CORPORATE GOVERNANCE & COMMITTEES

The Board recognises the value and importance of high standards of corporate governance. Accordingly, whilst the UK Corporate Governance Code does not apply to companies admitted to trading on AIM, the Board intends to continue to observe the requirements of the UK Corporate Governance Code to the extent they consider appropriate in the light of the Company’s size, stage of development and resources.

The Board also proposes to fully comply with the recommendations set out in the QCA Corporate Governance Code for small and mid-sized quoted Companies published by the Quoted Companies Alliance (“QCA Guidelines”), which sets out a standard of minimum best practice for AIM companies and recommendations for reporting corporate governance matters.

The Board comprises five directors, of whom two are executive directors and three are non-executives. The Board considers that Ranjit Murugason and Simon Bennett are independent (within the meaning of the QCA Guidelines). The Directors believe that the size and composition of the Board is appropriate given the stage and development of the Company, although the Company intends to appoint a Finance Director and a further non-executive Director to the Board by 30 June 2018 or earlier, if suitable candidates have been identified.

AUDIT COMMITTEE

The audit committee will be responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).

The audit committee comprises of Simon Bennett and Ranjit Murugason and is chaired by Simon Bennett. The audit committee meets at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee comprises members with the appropriate financial and business expertise to act efficiently as a member of the committee. The audit committee also meets regularly with the Company’s external auditors.

REMUNERATION AND NOMINATION COMMITTEES

The remuneration committee is responsible for determining and reviewing the terms and conditions of service, termination and remuneration of the chairman, the Board and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors will be a matter for the Executive Chairman and the other non-executive members of the Board. No Board member will be involved in any decision as to his or her own remuneration.

The remuneration committee comprises Simon Bennett and Ranjit Murugason and is chaired by the latter. The remuneration committee meets at least twice a year and otherwise as required.

The nomination committee is responsible for reviewing and making proposals to the Board on the appointment of directors, determining successor plans and for assessing directors on an ongoing basis. The committee meets as necessary and consists of David Ciclitira, Simon Bennett and Ranjit Murugason.

RESPONSIBILITIES OF THE MEMBERS OF THE BOARD OF DIRECTORS

The Directors:  
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Board:
The Board is responsible for the overall management of the company including the formulation and approval of the company’s long term objectives and strategy, the approval of budgets, the oversight of company operations, the maintenance of sound internal control and risk management systems and the implementation of the company’s strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there will be a formal schedule of matters specifically reserved for decision by the Board; such reserved matters will include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board will formally meet four times per year to review performance.The Company has an established audit committee, remuneration and nomination committees with formally delegated duties and responsibilities.