Corporate Governance

Approach

Where practicable, the Group will follow best practice in its approach to Corporate Governance in line with the recommendations in The Ten Principles of QCA Guidelines for Corporate Governance.

Key items to achieve effective Corporate Governance will include:

  • Adopting a model code for Directors’ dealings appropriate for an AIM company and taking reasonable steps to ensure compliance is also applicable to Group employees and their respective associates. (Rule 21 of the AIM Rules relates to directors’ dealings).
  • The Board conducting a review (at least annually) of the effectiveness of the group’s systems of internal controls and reporting to shareholders that they have done so. A review should cover all material controls, including financial, operational and compliance controls and risk management systems. A review should also incorporate an analysis of the regulatory and fiscal position in the territories in which the Group operates.
  • Ensuring the roles of Chairman and Chief Executive are not exercised by the same individual.
  • The Group should normally have at least two independent non-executive Directors (one of whom may be the Chairman) and the board should not be dominated by one person or group of people.
  • All Directors must be submitted for re-election at regular intervals subject to continued satisfactory performance.

 

Board Committees

To enable the Group to achieve best practice, the Board has established Remuneration, Audit and Nomination committees.

The Remuneration Committee

The Remuneration Committee will be chaired by Steven Clarke – NED, it will meet at least once a year and will comprise exclusively of non-executive directors. The Remuneration Committee has the following key duties:

  • Reviewing and recommending the terms and conditions of service (including remuneration), pension entitlements and other benefits of the Executive Directors and as appropriate other Senior Executives;
  • Termination of Executive Directors and Senior Employees;
  • Reviewing the operation of the share option schemes and the granting of such options.

The remuneration of Non-Executive Directors will be a matter for the Executive Members of the Board.

 

Audit Committee

The Audit Committee will be chaired by Steven Clarke – NED, meeting at least twice a year. It will be made up exclusively of Independent Non-Executive Directors. The Audit Committee will be responsible for:

  • Review of annual financial statements and interim reports prior to approval, focusing on changes in accounting policies and practices, major judgmental areas, significant audit adjustments, going concern, compliance with accounting standards, Stock Exchange AIM rules for Companies and legal requirements;
  • Receive and consider reports on internal financial controls, including reports from the auditors and report their findings to the Board;
  • Consider the appointment of the Auditors and their remuneration including reviewing and monitoring of independence and objectivity;
  • Meet with the Auditors to discuss the scope of the audit, issues arising from their work and any matters the Auditors wish to raise;
  • Develop and implement policy on the engagement of the external Auditor to supply non-audit services.

The Audit Committee will be provided with details of any proposed related party transactions in order to consider and approve the terms and conditions of such transactions to avoid breaches of the AIM Rules.

The ultimate responsibility for reviewing and approving the annual report and accounts, and for the half-yearly reports remain with the Board.

Nominations committee

The Nominations Committee will be convened when appropriate and Chaired by Ian James – Chairman and the remaining members will be made up of independent Non-Executive Directors.

Consideration will be given by the Nominations Committee to future succession plans for Board members as well as whether the Board has the skills required effectively to manage the Group.

The Nominations Committee:

  • is responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise, save that an appointment as Executive Chairman should be a matter for the whole Board;
  • evaluates the balance of skills, knowledge and experience on the Board and in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment;
  • reviews annually the time required from the Non-Executive Directors and assess whether the Non-Executive Director is spending enough time to fulfil their duties;
  • considers candidates from a wide range of backgrounds;
  • gives full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Group, and the skills and expertise therefore needed on the Board, reporting to the Board regularly;
  • regularly reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regards to changes;
  • keeps under review the leadership needs of the Group, both Executive and Non-Executive, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace;
  • makes a statement in the annual report about its activities; the process used for appointments and explains if external advice or open advertising has not been used; the membership of the committee, number of committee meetings and attendance over the course of the year;
  • ensures that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings;
  • considers and makes recommendations to the Board about the re-appointment of any Non-Executive Director at the conclusion of their specified term of office or retiring in accordance with the Company’s Articles of Association;
  • considers and make recommendations to the Board on any matter relating to the continuation in office of any Director at any time.

 

Corporate Social Responsibility

The Group is committed to maintaining and promoting high standards of business integrity. Company values, which incorporate the principles of corporate social responsibilities (CSR) and sustainability, guide the Group’s relationships with clients, employees and the communities and environment in which we operate.

The Group’s approach to sustainability addresses both our environmental and social impacts, supporting the Group’s vision to remain an employer of choice, while meeting client demands for socially responsible partners.

The Group respects laws and customs while supporting international laws and regulations. These policies have been integral in the way group companies have done business in the past and will continue to play a central role in influencing the Group’s practice in the future.

Modern Slavery Act

The Group is committed to running its business responsibly and maintaining high ethical principles and to respect human rights through abiding to the Modern Slavery Act 2015. In addition, the Group is committed to doing its best to encourage high standards in its supply chain and business operations.

Insider Dealing

The Board recognises the need to eliminate the misuse of inside information and are aware of the guidance issued by the FCA. The Directors will ensure that the Group has sufficient controls (and will review these at least annually) to eliminate such insider dealing and misuse of information.

Anti-Corruption and Bribery Policy

The government of the United Kingdom has issued guidelines setting out appropriate procedures for all companies to follow to ensure that they are compliant with the UK Bribery Act 2010 (the “UK Bribery Act”) which is in force with effect from 1 July 2011. The Company’s AIM listing will mean it will be subject to the UK Bribery Act.

To this end, the Directors have reviewed the Group’s operational procedures to consider the impact of the UK Bribery Act and implemented appropriate policies and procedures, including training, to minimise the Group’s exposure to criminal and civil liability, as well as financial liabilities arising therefrom. The Group’s Anti-Corruption and Bribery Policy sets out the subject definitions, prohibitions (sanctioned payments for securing an improper commercial advantage) and explanations (permissible promotion-related donations and sponsorships) and details the acts and/or omissions related and potentially linked with bribery and corruption. It also clarifies the role of third parties in the process and defines the departments in charge for receiving and handling the bribery and corruption-related cases. The document also makes available provisions relating to periodical trainings and Policy revision in order to ensure that the Directors and employees comply with the terms of the legislation.

Market Abuse Regulation (“MAR”)

The Board recognises the importance of, and complies with the MAR which came into force on 3 July 2016 (as amended by the European Withdrawal Act 2018), relating to the disclosure of inside information and disclosure of deals by persons discharging managerial responsibilities (“PDMR”) and persons closely associated (“PCA”).

The Board recognises PDMRs to be all company Directors and other staff at the senior executive levels.

The Board recognises PCAs to be spouses, dependent children and related trusts of the PDMRs.

To ensure alignment with MAR the Board:

  • Implements closed periods where PDMR and PCA will not be able to trade in the equity of the Company 30 days prior to publication of annual or interim accounts or results.
  • Discloses Director’s dealings, PDMRs and PCAs must notify the Company within 3 business days of any dealing, and the company must report to the market within that same timescale (subject to the EUR 5,000 annual threshold); and the PDMR concerned is responsible for reporting the trade to the FCA via the online portal.
  • Maintains an insider’s list including the time when an insider obtained the inside information, their contact details, date of birth and national identification number (if applicable). This list will be made available to the FCA upon request.
  • Continues to disclose price sensitive information in line with AIM Rule 11.

Where MAR allows the Company to delay publication of price sensitive information, the Board will inform the FCA that disclosure of the information was delayed and provide an explanation why.

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