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Corporate Governance

The Company’s shares are traded on the ISDX Growth Market and as such disclosures of compliance with the UK Corporate Governance Code (UK Code) or reasons of non-compliance are not required.

However, the Company follows the UK Code wherever it is reasonable to do so. It operates an effective board, which includes non-executive directors. A separate audit committee is established and meets on a timely basis. 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 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 set out in detail in the statutory accounts which are approved by shareholders in General Meeting. None of the directors have a service contract with the Company. Share options are not awarded to directors for services provided to the company.

The Board is aware of the requirements of the UK Code and the need for appropriate controls and systems to safeguard the Company’s assets. Appropriate controls are put in place and monitored by the Board. However full compliance with the UK Code is not possible nor is it appropriate because of the size and resource constraints within the Company and because the costs of putting in place the additional procedures cannot be justified.

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