Corporate governance

Our statement of compliance with the QCA Corporate Governance Code was reviewed and updated in February 2024 and is available here: Click to download.

Board

The Directors acknowledge the importance of high standards of corporate governance and the Company has adopted the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies. The Company has adopted the QCA Corporate Governance Code in line with the requirement for AIM quoted companies to adopt and comply with a recognised corporate governance code.

The Board comprises seven Directors, two Executive Directors and five Non-Executive Directors, reflecting a blend of different experiences and backgrounds, of whom three are considered independent. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision-making.

The Board intends to meet regularly to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals. The Company has established an Audit Committee, a Remuneration Committee and a Nomination Committee, each with formally delegated duties and responsibilities and with written terms of reference. On Admission, the Company will not adhere to all of the recommendations of the QCA Code. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

Audit Committee

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than three times in each financial year and will have unrestricted access to the Group’s external auditors. The members of the Audit Committee shall include two Non-Executive Directors. The Audit Committee comprises David Wilkinson (as chairman) and Julian Brown.

Terms of Reference, Audit Committee: click here to download.

Remuneration Committee

The Remuneration Committee will review the performance of the Executive Directors, chairman of the Board and senior management of the Group and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary, but at least twice each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The members of the Remuneration Committee shall include two Non-Executive Directors. The Remuneration Committee comprises Julian Brown (as chairman) and David Wilkinson.

Terms of Reference, Remuneration Committee: click here to download.

Nomination Committee

The Nomination Committee will lead the process for board appointments and make recommendations to the Board. The Nomination Committee shall evaluate the balance of skills, experience, independence and knowledge on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee will meet as and when necessary, but at least twice each year. The Nomination Committee comprises Julian Brown (as chairman) and David Wilkinson.

Terms of Reference, Nomination Committee: click here to download.