The Board is accountable to the Company’s shareholders for good corporate governance. The Company is quoted on AIM 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 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 Group is led and controlled by a Board comprising the Chair, the Chief Executive Officer and the Finance Director.

The Board has entrusted the day-to-day responsibility for the direction, supervision and management of the business to the Group Executive Committee (the ‘ExCom’). The ExCom is currently comprised of the Chief Executive Officer and the Finance Director.

Certain matters are specifically reserved to the Board for its decision including, inter alia, the creation or issue of new shares and share options, acquisitions, investments and disposals, material contractual arrangements outside the ordinary course of business and the approval of all transactions with related parties.

Due to the current size of the Board and the Company, there is no separate Nomination Committee and 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 Incorporation.

The Group has adopted a share dealing code for Directors’ dealings which is appropriate for an AIM quoted company. The Directors and the Company comply with the relevant provisions of the AIM Rules and the Market Abuse Regulation (EU) No. 596/2014 relating to share dealings and take all reasonable steps to ensure compliance by the Group’s employees.



The audit committee is responsible for ensuring that the Group's financial performance and position is properly monitored, controlled and reported. The committee meets at least twice a year and has unrestricted access to the Company's auditors. In addition to meeting with the auditors, the committee reviews reports from the auditors relating to the accounts and internal controls. The committee is also responsible for reviewing the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditor. The audit committee is constituted annually and comprises of at least two members one of which is the Chair of the Company, who acts as Chair of the committee.


The remuneration committee reviews the performance of the directors and makes recommendations to the Board on matters relating to the directors' remuneration and other terms of employment. The committee makes recommendations to the Board on the granting of share options and other equity incentives and will administer any equity incentive schemes. The remuneration committee is constituted on an ad hoc basis and comprises at least two members.


The Chief Executive 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.


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 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.


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. 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.