Corporate governance practices

The Board recognises the importance of sound corporate governance commensurate with the size of the Company and the interests of Shareholders. As the Company is listed in the Standard segment of the Official List of the LSE, it is not required to comply with the UK Corporate Governance Code, which is applicable to all companies whose securities are admitted to trading to the premium segment of the Official list. The UK Corporate Governance Code can be found at https://www.frc.org.uk/directors/corporate-governance-and-stewardship. Nevertheless, 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 voluntarily adopt and comply with the QCA Code. However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain provisions of the QCA Code may be delayed until such time as the Directors are able to fully adopt them.

The role
of the Board

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 the Directors’ 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 Directors 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.

The Directors have established an audit and remuneration committee. The Board does not consider it appropriate to establish a nomination committee at this stage of the Company’s development, and the decisions usually undertaken by those committees will be taken by the Board as a whole.

Matters reserved specifically for Board

The Board has a formal schedule of matters reserved that can only be decided by the Board. The key matters reserved are the consideration and approval of:

  • The Group’s overall strategy;
  • Financial Statements and dividend policy;
  • Management structure including succession planning, appointments and remuneration; material acquisitions and disposal, material contracts, major capital expenditure projects and budgets;
  • Capital structure, debt and equity financing and other matters;
  • Risk management and internal controls;
  • The Group’s corporate governance and compliance arrangements;
  • Corporate policies.

Market
Abuse Regulation

The Board has adopted a share dealing code that complies with the requirements of the Market Abuse Regulation. The Board is responsible for taking all proper and reasonable steps to ensure compliance with the MAR by the Directors and persons discharging managerial responsibilities. The FCA is the competent authority for MAR and has powers to intervene as competent authority and will be responsible for the investigation and enforcement of breaches of MAR.

Effectiveness

For the period under review, the Board comprised the Chief Executive Officer, a non-executive Chairman and three other Directors, including one independent non-executive Director. See the biographical details in the “Board of Directors” section of the “Corporate Governance” section of this report.

The Directors are of the view that the Board and its committees consist of Directors with an appropriate balance of skills, experience, independence and diverse backgrounds to enable them to discharge their duties and responsibilities effectively.

Commitments

All Directors have disclosed their significant commitments to the Board and confirmed that they have sufficient time to discharge their duties.

Appointments

The Board is responsible for reviewing the structure, size and composition of the Board and making recommendations to the Board with regards to any required changes.

Independence

The Board considers each of the non-executive Directors to be independent in character and judgement.
 

Induction

All new Directors received an induction as soon as practical on joining the Board.

Conflicts
of interest

A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the Group and Company. The Board has satisfied itself that there is no compromise to the independence of those Directors who have appointments on the Boards of, or relationships with, the companies outside the Company. The Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest.

Board performance
and evaluation

The Company has a policy of appraising Board performance annually. Having reviewed various approaches to Board appraisal, the Company has concluded that for a Company of its current scale, an internal process of regular face to face meetings is most appropriate, in which all Board members discuss any issues as and when they arise in relation to the Board or any individual member’s performance.

Аnnual
General Meeting

At every Аnnual general meeting, individual shareholders are given the opportunity to put questions to the Chairman and to other members of the Board that may be present. Notice of the Аnnual general meeting is sent to shareholders at least 21 clear days before the Аnnual general meeting. Details of proxy votes for and against each resolution together with the votes withheld are announced by way of regulatory information service and are published on the Company’s website as soon as practical after the Аnnual general meeting.