The Directors recognise the importance of sound corporate governance and intend that the Group complies with the provisions of the "Corporate Governance Code for Small and Mid-Size Quoted Companies 2013" published by the Quoted Companies Alliance insofar as they are appropriate given the Group's size and stage of development. The disclosures below set out how the main principles of the Code are being applied.
The board operates with ongoing reference to the code's principles of corporate governance with the aim of delivering growth in long term shareholder value and maintaining a flexible, efficient and effective management framework within an entrepreneurial environment. The board also operates with an awareness of the characteristics of an effective board, and with periodic evaluations of board effectiveness.
The Company is controlled through its Board of Directors and meets a minimum of four times a year and more frequently when required. The Board is responsible for formulating, reviewing and approving the Group's strategy, budgets and corporate actions and ensure that the necessary financial and other resources are made available to enable those objectives to be met. It has a schedule of matters reserved for its approval including but not limited to, decisions on strategy and risk management, approval of budgets, acquisitions and disposals, major capital expenditure, legal and insurance issues, board structure and the appointment of advisors. In some areas responsibility is delegated to committees of the Board within clearly defined terms of reference. The non-executive directors constructively challenge and help develop proposals on strategy and bring strong, independent judgment, knowledge and experience to the Board's deliberations.
The Board comprises one executive director, a non-executive Chairman, three non-executive Directors. Non-Executive directors receive a standard fee of £12,000 and are subject to a one month notice period.
The Board has established an audit committee with formally delegated duties and responsibilities. The audit committee comprises Michael Bretherton, James Ede-Golightly and Mark Warne with Michael Bretherton as Chairman. The Terms of Reference of the Audit Committee are available here.
The remuneration committee comprises the Non-executive Directors Mark Warne and James Ede-Golightly with Mark as Chairman. The Terms of Reference for the Remuneration Committee are available here.
No separate nominations committee has been established. A Nominations Working Group comprised of non- executive directors provides advice and guidance on the selection of candidates; the full Board acts as a nominations committee when changes to the Board of directors are proposed.
Director dealings in Company shares
The Company has adopted a model code for directors' dealings in securities of the Company which is appropriate for a company quoted on AIM. The directors comply with Rule 21 of the AIM Rules relating to directors' dealings and also take all reasonable steps to ensure compliance by the Group's "applicable employees" as defined in the AIM Rules.
Annual General Meeting (AGM)
At the AGM, separate resolutions will be proposed for each substantially different issue. The outcome of the voting on AGM resolutions is disclosed by means of an announcement on the London Stock Exchange.
The Directors confirm that they are satisfied that the Company and Group have adequate resources to continue in business for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.