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 Board of Directors
The Group is led and controlled by a board comprising the Chairman, Chief Executive, Finance Director 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. There is no separate nomination committee due to the current size of the board 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 Association.
The Group has adopted a share dealing code for directors' dealings which is appropriate for an AIM quoted company. The Directors comply with Rule 21 of the AIM Rules relating to directors' dealings and take all reasonable steps to ensure compliance by the Group's applicable 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 chairman of company, who acts as chairman 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 annually and comprises of at least two members one of which is the chairman of company, who acts as chairman of the committee.
Relations with shareholders
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.
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. 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.