Details of Committees of the Board of Directors and their Responsibilities

The Board meets on a formal basis as necessary and generally at least once per quarter. At those meetings a detailed report on finances is presented and discussed. The Board considers risk and strategy at each meeting. 

An Audit Committee is established and comprises  John May and Stuart Adam. The Committee meets with the auditors, considers the results and the audit process, and satisfies itself as to the auditor’s independence. 

The Company has a Remuneration Committee, which is comprised of John May and Stuart Adam. The Aquis Rule Compliance Committee comprises John May and Stuart Adam and coordinates with the Corporate Advisor to monitor Aquis rule compliance.

Statement of Directors’ Responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that year. In preparing those financial statements, the directors are required to:

– Select suitable accounting policies and then apply them consistently;

– Make judgments and estimates that are reasonable and prudent;

– State whether any applicable accounting standards have been followed subject to any departures disclosed and explained in the financial statements;

– Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 1985 and 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. All Directors have service contracts, none of which has a duration of longer than 12 months.

Compliance with the Corporate Governance Code

The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders.

The Board of Directors has therefore decided to apply the QCA Corporate Governance Code (“QCA Code”).  Details of how the Company complies with the QCA Code, can be found here. 

Directors’ Share Dealing Code

The Company has adopted the Share Dealing Code for dealings in its securities by Directors and certain employees which is appropriate for a company whose shares are traded on the Access segment of the Aquis Stock Exchange Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with the UK Market Abuse Regulation and the relevant part of the Aquis Stock Exchange Access Rulebook.

Takeover Code

The City Code on Takeovers and Mergers applies to the Company and governs, inter alia, transactions which may result in a change of control of the Company.