Corporate Governance

Corporate Governance Code

The Directors observe the requirements of the UK Corporate Governance Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources and take into account the Corporate Governance Guidelines for Smaller Quoted Companies published by the Quoted Companies Alliance so far as it is practicable and appropriate to a company whose shares are admitted to trading on AIM. Whilst there is no equivalent to the UK Corporate Governance Code in the BVI, the BVI Companies Act brings with it a more formalised approach to corporate governance particularly in the areas of the laws and rules as to directors’ duties and liabilities and shareholders’ rights which apply to all BVI companies.

The Company holds timely board meetings as issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is their responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company’s approach to risk management and has formally adopted an Anti-Corruption and Bribery Policy, which is implemented throughout the Group. There is no requirement under the BVI Companies Act for periodic re-election of directors.

The Company has established an Audit Committee, a Remuneration Committee and AIM Compliance Committee of the Board with formally delegated duties and responsibilities.

 

Audit Committee

The Audit Committee meets not less than three times a year. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.

 

Remuneration Committee

The Remuneration Committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Company’s shareholders and the performance of the Company.

 

AIM Compliance Committee

The AIM Rules Compliance Committee, consisting of any two Directors, is responsible for ensuring that the nominated adviser and the Company maintain regular contact. The AIM Rules Compliance Committee has been given full power and authority to perform, execute, deliver and/or issue all things which the AIM Rules Compliance Committee considers necessary or expedient in connection with the trading of the Company’s shares on AIM or any matter incidental thereto.

 

Share Dealing Code

The Board has adopted a code for dealings in the Company’s securities by Directors or applicable employees which conforms to the requirements of the AIM Rules for Companies (“Share Dealing Code”).

 

Takeover Code

The Company is not subject to the UK City Code on Takeovers and Mergers as it is incorporated in the BVI. As a result, neither a takeover of the Company nor certain stake-holding activities of a Shareholder would be governed by the Takeover Code.  In particular, the BVI Companies Act does not contain provisions similar to those in the Takeover Code which, inter alia, oblige a person or persons acquiring at least 30 per cent. of voting rights in a company to which the Takeover Code applies to make an offer to acquire the rest of the voting rights.