The Company has been listed on the ASX since 2004 and has during that time been, and continues to be, committed to implementing the highest standards of corporate governance. Companies which are listed on the ASX are required by the ASX Listing Rules to comply with the ASX Corporate Governance Guidelines, insofar as the Board considers appropriate to the Company, and to explain in the Company’s corporate governance statement any divergence from those recommendations and any alternative practices that may have been adopted. Due to the current size of the Company and the scale of its operations it is neither practical nor economic for the Company to fully comply with the ASX Corporate Governance Guidelines. Accordingly, the Company has stated where it does not adhere to the ASX Corporate Governance Guidelines in its corporate governance statement, which is available on this website.
The Directors recognise the importance of sound corporate governance and intend to comply with the QCA Guidelines in the United Kingdom, where relevant, which they believe is appropriate for a company with shares admitted to trading on AIM. In particular, the Directors are responsible for overseeing the effectiveness of the internal controls of the Company designed to ensure that proper accounting records are maintained, and that the financial information on which business decisions are made, and which is issued for publication, is reliable and that the assets of the Company are safeguarded. The Company holds regular board meetings throughout the year at which reports relating to the Group’s operations, together with financial reports, are considered. The Board is responsible for formulating, approving and reviewing the Group’s strategy, budgets, major items of expenditure and senior personnel appointments.
The Company has adopted a Board charter which formally records the specific responsibilities of the Board and individual Directors. The Company has also established the Audit Committee, the Nomination Committee and the Remuneration Committee, each with formally delegated rules and responsibilities which are set out in the charter for each such committee. Copies of the Company’s corporate governance statement and the charters for the Board and each of the committees of the Board are available on this website. The Company also intends to establish a health & safety committee as soon as practicable following Admission to AIM.
The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies and practices and the operation of the Company. The monitoring and ultimate control of the business of the Company is vested in the Board. The Board’s primary responsibility is to oversee the Group’s business activities and management for the benefit of the Company’s shareholders. It is also responsible for overseeing the financial performance of the Group and monitoring its systems and internal controls.
On Admission to AIM, the Board will consist of one independent non-executive director, a further two non-executive directors (including the Chairman) and two executive directors. The Company regards Andrew Vickerman as an independent non-executive director and free from any relationship that could materially interfere with the exercise of his independent judgement. The Company intends to appoint an additional non-executive director following Admission to AIM.
The Audit Committee is responsible for monitoring and reviewing the integrity of the financial reporting of the Company and reviewing the Company’s internal financial control and risk management systems and reporting on them to the Board. The Audit Committee also monitors, reviews and oversees the relationship with the Company’s external auditor. The Audit Committee is required by its charter to comprise at least three members, all of whom are to be financially literate and have at least one member with relevant financial qualifications and experience.
Following Admission, the members of the Audit Committee will be John Evans (as chairman), Andrew Vickerman and Paul Stephen. The Audit Committee expects to meet at least twice per year, and otherwise as required. Paul Stephen will be replaced on the Audit Committee by the new non-executive director intended to be appointed, following Admission.
The Remuneration Committee is responsible for reviewing and making recommendations to the Board with respect to the remuneration of Directors and senior executives and any employee incentive and equity-based plans, including any performance conditions and payments proposed to be made.
In making its recommendations, the committee is required to incentivise the long term growth and success of the Company within an appropriate control framework and align the interests of key leadership with the long term interests of the Company’s Shareholders. The Remuneration Committee is required by its charter to comprise at least three members and a non-executive chairman.
Following Admission, the members of the Remuneration Committee will be Andrew Vickerman (as chairman), John Evans and Paul Stephen. The Remuneration Committee expects to meet at least once per year, and otherwise as required. Paul Stephen will be replaced on the Remuneration Committee by the new non-executive director intended to be appointed to the Board, following Admission.
The Nomination Committee is responsible for examining the selection and appointment practices of the Company and, in particular, for ensuring that the Board has the appropriate blend of directors with the necessary skills, expertise, relevant industry experience and diversity to discharge its duties effectively. The Nomination Committee is also responsible for developing a process for the evaluation of the Board and its committees, as well as reviewing the Company’s succession plans.
Following Admission, the members of the Nomination Committee will be Andrew Vickerman (as chairman) and John Evans. The Nomination Committee expects to meet at least once per year, and otherwise as required.
Health & Safety Committee
The Board intends to establish a Health & Safety Committee following Admission.
Share Dealing Policy
The Company has adopted a share dealing policy regulating dealing in securities of the Company by the Board and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on AIM and subject to MAR and also listed on the ASX. The Company will take all reasonable steps to ensure compliance by the Board and any relevant employees with the terms of that share dealing policy.
The Company has produced a series of charters, policies and codes which are designed to set out guidelines for directors, officers and employees of the Company in the performance of their duties.
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