Corporate Governance

The Directors recognise the importance of sound corporate governance and intend that the Company complies with the main provisions of the UK Corporate Governance Code insofar as they are appropriate given the Company's size and stage of development. The Company continues to establish a framework by adopting and implementing policies and procedures designed to comply with the Code. The report below sets out how the principles of the Code are being applied.

The Board

The Board currently comprises an executive chairman and two non-executive directors.

The Company is controlled through its Board of Directors. The Board is responsible for formulating, reviewing and approving the Company'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 judgement, knowledge and experience to the Board's deliberations.

Audit Committee

The Board has established an audit committee with formally delegated duties and responsibilities. The audit committee comprises the Non-executive Directors Ross Hollyman and Jonathan Morley-Kirk with Jonathan as Chairman.

The terms of reference of the Audit Committee are available here.

Remuneration Committee

The Company has established a remuneration committee which will meet as and when required. The remuneration committee comprises the Non-executive Directors Ross Hollyman and Jonathan Morley-Kirk with Ross as Chairman.

Nominations Committee

The directors consider that given the size of the Board and the stage of development of the Company it is not appropriate at this time to have a nominations committee. However, this will be kept under regular review by the Board.

Internal Control

The Board is responsible for maintaining a sound system of internal control. The Board's measures are designed to manage, not eliminate risk, and such a system provides reasonable but not absolute assurance against material misstatement or loss.

Some key features of the internal control system are:

  • Management accounts information, budgets, forecasts and business risk issues are regularly reviewed by the Board who meet at least four times per year;
  • The Company has operational, accounting and employment policies in place;
  • The Board actively identifies and evaluates the risks inherent in the business and ensures that appropriate controls and procedures are in place to manage these risks; and
  • There is a clearly defined organizational structure and there are well-established financial reporting and control systems.

Risk Management

The Company employs directors and senior personnel with the appropriate knowledge and experience for a business engaged in activities in its field of operations, and undertakes regular risk assessments and reviews of its activities.

Annual General Meeting (AGM)

At the AGM, separate resolutions will be proposed for each substantially different issue.

Going Concern

The Directors confirm that they are satisfied that the Company has 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.