The Company is quoted on NEX Exchange - Growth Market and is therefore not required to comply with the provisions of the UK Corporate Governance Code (the 'Code') on corporate governance as published by the UK Listing Authority. Nevertheless, the directors recognise the value and importance of effective corporate governance and in line with NEX Exchange rule 69, 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.
A detailed Corporate Governance Report is contained in the Company's Annual Report. The key aspects of the governance report are summarised below.
The Board of Directors The Group is led and controlled by a board comprising the chairman, two executive directors and two non-executive directors who meet on a regular basis. The Board is responsible for formulating, reviewing and approving the Group'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.
Board committees The Board has appointed a remuneration committee and an audit committee chaired by Mark Simmonds with delegated duties and responsibilities.
The Group has adopted a share dealing code for directors' dealings which is appropriate for an NEX Exchange quoted company. The Directors comply with the NEX Exchange Rules relating to directors' dealings and take all reasonable steps to ensure compliance by the Group's applicable employees.
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. 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.
Relations with shareholders The Chief Executive Officer is the Group'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.
Internal control The Board acknowledges its responsibility for establishing and monitoring the Group's systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group'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. No weakness in internal financial control has resulted in material losses, contingencies or uncertainties which would require disclosure as recommended by the guidance for directors on reporting on internal control.
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'). 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
The Company also notes Rule 71 of the NEX Exchange Rules for Issuers, including the provisions regarding Directors' dealings, and has taken all reasonable steps to ensure compliance by the Directors and applicable employees. Accordingly, the Company has adopted a share dealing code for the Directors and employees in accordance with the NEX Exchnage Rules for Issuers.
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