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Governance

The Board is committed to maintaining high standards of corporate governance. The Listing Rules of the Financial Reporting Council incorporate the UK Corporate Governance Code, which sets out the principles of good governance, and the Code of Best Practice for Listed companies.

The Board operates its powers, duties and authority in compliance with the relevant laws of England and Wales, the regulations of the Financial Conduct Authority and the London Stock Exchange and Company’s Articles of Association.

Leadership

The Board has a responsibility to govern the Company rather than to manage it and in doing so act in the best interests of the Company as a whole. The Board is collectively responsible to shareholders for the continuing success of the Company. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director. Non-Executive Directors receive formal letters of appointment setting out the key terms, conditions and expectations of their appointment.

The Board is responsible for formulating, reviewing and approving the Company’s strategy, financial activities and operating performance. Day to day management is devolved to the Executive Directors who are charged with consulting the Board on all significant financial and operational matters.

The Board meets regularly throughout the year.

Executive Chairman and Chief Executive Officer

The Executive Chairman & Chief Executive Officer is the leading representative of the Company presenting the Company’s aims and policies to the outside world. His responsibilities include taking the Chair at Board Meetings and General Meetings, where he is responsible for ensuring the appropriate supply of information. He is also responsible for leading the development and execution of the Company’s long-term strategy, overseeing matters pertaining to the running of the Company and ensuring that the Company meets all legal requirements and corporate responsibilities.

The Board acknowledges that, in having the Executive Chairman, who is also the Chief Executive Officer, best practice is not being followed. However, it is the opinion of the Board as a whole that the current arrangements are appropriate to the Company and Group at this size and stage of development.

Information Summary

The Board receives, via both ongoing communication and Board Meetings, all information relating to the Company and its projects and investments. The Audit Committee considers financial reporting, and the Remuneration Committee receives information pertaining to the Executive Directors’ remuneration.

Board Committees

The Board has established the following committees, each of which has its own terms of reference. The Board has not established a Nominations Committee. Matters that would normally be dealt with by the Nominations Committee will be discussed by the Remuneration Committee and referred to the Board as a whole.

Audit Committee

  • Scott Kaintz
  • Edmund Bugnosen

The Audit Committee considers the Group’s financial reporting, including accounting policies, and internal financial controls. It is responsible for ensuring that the financial performance of the Group is properly monitored and reported on.

It is the responsibility of the Committee to review the annual and half-yearly financial statements, to ensure that they adequately comply with appropriate accounting policies, practices and legal requirements, to recommend to the Board their adoption, and to consider the independence of and to oversee the management’s appointment of the external auditors.

Remuneration Committee

  • Andrew Bell
  • Edmund Bugnosen

The Remuneration Committee is responsible for making recommendations to the Board on Executive Directors’ remuneration. The Committed also recommends and monitors the level and structure of remuneration for senior executive management, ensuring safeguards are in place to prevent awards made for poor performance.

The Executive Chairman and other senior personnel attend meetings as requested by the Committee, which meets at least twice a year. Any Executive Director attending a meeting will abstain from any discussion relating directly to their own remuneration.

Takeover Code

The Company is subject to the UK City Code on Takeovers and Mergers.