The directors recognise the value and importance of effective corporate governance and observe the principal provisions of the UK Corporate Governance Code to the extent that they consider them to be appropriate for a group of this size and stage of development and also has regard to the Quoted Companies Alliance's Corporate Governance Code for Small and Mid-Size Quoted Companies 2013. The key aspects of the governance report are summarised below.
The Board of Directors
The Company is led and controlled by a Board comprising the chairman, three executive directors and two non-executive directors who meet on a regular basis. The Board is responsible for formulating, reviewing and approving the Company's strategy, budgets and corporate actions. There are no matters specifically reserved to the Board for its decision, but no decision of any consequence is made other than by the directors.
There is no agreed formal procedure for the directors to take independent professional advice at the Group's expense. The Company's directors submit themselves for re-election at the Annual General Meeting at regular intervals in accordance with the Company's Articles of Association.
As the Company grows following the acquisition of target businesses, further executive and non-executive directors will be appointed to the Board and the Directors will look to establish, at that point, a remuneration committee and an audit committee with delegated duties and responsibilities as appropriate. In light of the size of the Board, the directors do not consider it necessary at this stage to establish a nomination committee. Any new directors are appointed by the whole Board.
Relations with Shareholders
The Chief Executive is the Company's principal spokesperson with investors, fund managers, the press and other interested parties. At the Annual General Meeting, private investors are given the opportunity to question the Board.
The Board acknowledges its responsibility for establishing and monitoring the Company's systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company's systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The Board reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment on a regular basis. In light of this control environment the Board considers that there is no current requirement for a separate internal audit function.
Compliance with Relevant Legislation
All directors are kept informed of changes in relevant legislation and changing commercial risks with the assistance of the Company's legal advisers and auditors where appropriate. The directors have taken appropriate legal advice and implemented internal training and reporting procedures to ensure compliance with the UK Bribery Act 2010 (the 'Bribery Act') and the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 which contains broadly similar restrictions. The Bribery Act prescribes criminal offences for businesses engaged or allowing others to engage in bribery or corrupt practices.
Notwithstanding the fact that the Company is not UK-resident, the directors have formed the view that it is appropriate for the Company to maintain compliance with the Bribery Act.
Corporate Documents & Presentations