Corporate Governance is about having people in place with relevant skills and experience, working as a team, to achieve clear objectives. Appropriate organisational structures and processes provide a framework supporting such teamwork, but are no substitute either for teamwork, or the skills or experience needed to achieve clear objectives.
As the Company’s Ordinary Shares are traded on the NEX Exchange Growth Market, (formerly ISDX Growth Market), the Company is not required to comply with the UK Corporate Governance Code. the Company supports the principles and recommendations of the QCA’s Corporate Governance Code and applies these as set out below.
The Company operates an effective Board, which comprises of non-executive directors and is chaired by Mr D C Marshall. The appointment of directors and the purchase and sale of core holdings are matters for the entire board. in accordance with the Company’s Articles of Association, at each annual general meeting one-third of the directors are subject to retirement by rotation provided that the number of directors retiring does not exceed one-third.
The Board’s primary tasks are to enhance the shareholders’ long-term interests by reviewing and approving the Company’s business strategy, approving investment decisions and material agreements, maintaining and overseeing the Company’s systems and controls, audit processes and risk management policies, preparing and approving the Company’s financial statements as well as revenue and capital budgets and plans.
A separate Audit Committee is established and meets on a timely basis. The Committee, is comprised of the Company’s independent non-executive directors, Andrew Hall, Jane Dumeresque and Nick Stagg, and meets on a timely basis, at least twice a year. The Committee is chaired by Andrew Hall. No separate Audit Committee report is presented to shareholders as this would not improve the quality of communication with shareholders given the simple structure of the Company. The main roles of the Committee are to monitor the Company’s internal controls, oversee reporting of risk and risk mitigation processes, manage the relationship with, and review reports from, the Company’s auditors and to review communications with shareholders concerning the Company’s accounts.
The Company has no Remuneration Committee because the Company has no employees and the remuneration of each director is limited by the Articles of Association and considered and set by the Board as a whole. Details of each director’s remuneration is set out in detail in the statutory accounts which are to be approved by shareholders in General Meeting. None of the directors has a service contract with the Company. Share options are not awarded to directors for services provided to the Company.
As the Board is small, there is not a separate Nominations Committee and recommendations for appointments to the Board will be considered by the Board as a whole, after due evaluation. In accordance with the Company’s Articles of Association, the Board, as a whole, makes decisions regarding the appointment and removal of Directors,
The Board recognises the importance of appropriate controls and systems to safeguard the Company’s assets. Such controls and systems, which are considered by the Board to be appropriate to the Company, given its size and resources, are in place and regularly monitored by the Board.