The Board intends to take account of the requirements of the Corporate Governance Code to the extent they consider it appropriate and having regard to the Company’s size, Board structure, stage of development and resources. The Company has adopted a share dealing code for the Board and employees of the Company. The Company will take steps to ensure compliance by the Board and applicable employees with the terms of the code.
The Company will hold regular board meetings. The Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have established the Audit Committee and the Remuneration Committee with formally delegated rules and responsibilities. Each of these committees will meet at least twice each year, but additional meetings will take place on an ad hoc basis as required. Given the Company’s current size, the Board has not considered it necessary to constitute a nomination committee and the Board, as a whole, will consider the appointment of directors and other senior employees of the Company.
On Admission, the Audit Committee will comprise David Templeton and Luke Cairns and will be chaired by David Templeton. The Audit Committee will, inter alia, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the annual audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and internal control systems in use throughout the Enlarged Group. It will also monitor and be responsible for ensuring ongoing compliance by the Company with the AIM Rules for Companies. On Admission, the Remuneration Committee will comprise David Templeton and Luke Cairns and will be chaired by David Templeton. The Remuneration Committee will, inter alia, review and make recommendations in respect of the Directors’ remuneration and benefits packages, including share option and the terms of their appointment.