The Directors are committed to maintaining high standards of corporate governance and propose, so far as is practicable given the company’s size and nature, to comply with the QCA Code.
It is important to note that as at the date, the company has not undertaken any investments or acquisitions, and it has no employees (other than the Directors) or functioning business operations. The company would therefore not consider the UK Corporate Governance Code appropriate for adoption given its current stage of development and it will not be able to comply with certain elements of the QCA Code.
The company is unable to fully adopt and comply with the requirements of the QCA Code, but the Directors shall have regard to the principles of the QCA Code and will endeavour to comply with those requirements, as the company matures and grows following the completion of investments and acquisitions over time. The company does not, for example, intend to prepare a corporate governance statement authored by the Chairman to discuss compliance with the QCA Code in its annual report in the short to medium term.
The company has established remuneration and audit committees to support the activities of the Board. As at the date of this Document, the Directors do not consider it necessary to establish a separate nomination committee, but the Board will keep this matter under review and may seek to establish a nomination committee in future. The Board will have regard to QCA guidance in the preparation of the terms of reference governing individual committees.
The company has also adopted various policies and procedures to manage risk, as more particularly described below.
Independence of Board and Experience
As at the date of this Document, the company does not have two independent non-executive directors, as recommended under Principle 5 of the QCA Code. The company does not consider it appropriate to appoint and maintain a senior independent director.
The Board believes that it has an effective mixture of skills, capabilities and experience required for the effective operation of the company. The Board has public company, financial and sectoral experience relevant to its proposed investment and acquisition strategy. The Directors will seek to ensure that an appropriate balance of skills and experience is maintained over time.
Audit and Remuneration Committee
The company has established an audit committee and a remuneration committee with formally delegated duties and responsibilities.
The audit committee will, on Admission, comprise Tim Daniel and Paul Gazzard, with Paul Gazzard serving as chairman, and the remuneration committee will comprise Zak Mir and Paul Gazzard, with Paul Gazzard serving as chairman. The Board will aim to appoint non-executive directors who are independent to join the remuneration committee over time.
The audit committee will determine the terms of engagement of the company’s auditors and will determine, in consultation with the auditors, the scope of the audit. The audit committee will receive and review reports from management and the company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the company. The audit committee will have unrestricted access to the company’s auditors. The remuneration committee will determine the scale and structure of the executive directors’ and senior employees’ remuneration and the terms of their respective service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive directors of the company will be set by the Chairman and executive members of the board.
Adoption of Policies and Share Dealing Procedures
The company has adopted a share dealing code for dealings in securities of the company by the Directors and Persons Discharging Managerial Responsibility which is appropriate for a company whose shares are traded on the AQSE Growth Market. This will constitute the company’s share dealing policy for the purpose of compliance with UK Legislation including the Market Abuse Regulation. It should be noted that the insider dealing legislation set out in the Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the company and dealings in Ordinary Shares.
The company has implemented an anti-bribery and corruption policy and relevant procedures to ensure that the Board, employees and consultants comply with the Bribery Act 2010 in connection with the activities of the company in the United Kingdom and abroad.
The Directors have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the company. These controls will be reviewed in the light of an investment or acquisition and adjusted accordingly.