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GOVERNANCE
The Directors recognise the importance of sound corporate governance and have taken account of the requirements of the QCA Code to the extent that they consider appropriate having regard to the Company’s size, board structure, stage of development and resources.
The Directors support high standards of corporate governance and have decided to comply fully with the QCA Code as set out below:
The Directors support high standards of corporate governance and have decided to comply fully with the QCA Code as set out below:
PRINCIPLE
Establish a strategy and business model which promote long-term value for shareholders
The Group’s business model and strategy is set out in its Admission Document. The Board will hold [at least one] session each year dedicated to strategy, which will include input from senior members of the management team and any necessary external advisers. A strategic report reflecting the outcome of such sessions will be included in the Company’s annual report and accounts.
The principal risks facing the Group are also set out in the Admission Document. The Board will identify and deploy mitigation steps to manage these risks and confront day-to-day challenges of the business.
PRINCIPLE
Seek to understand and meet shareholder needs and expectations
The Board is committed to open and ongoing engagement with the Company’s Shareholders. The Board will communicate with Shareholders through:
- The annual report and accounts;
- The interim and full-year results announcements;
- Trading updates (where required or appropriate);
- The annual general meetings; and
- The Company’s investor relations website
Regular meetings will be held between the Chief Executive Officer, Chief Financial Officer and institutional investors and analysts to ensure that the Company’s strategy, financials and business developments are communicated effectively.
The Board intends to engage with Shareholders who do not vote in favour of resolutions at annual general meetings to understand their motivation.
PRINCIPLE
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including employees, existing and new customers, academics and its advisory group that it collaborates with as part of its business strategy, in order to achieve long-term success.
The Directors will maintain an ongoing dialogue with stakeholders to inform strategy and the day-to-day running of the business.
PRINCIPLE
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The principal risks facing the Group and the industry in which it operates are set out in Part II of this document. These risks will be reviewed at least once a year and included in the annual report and accounts.
The Company currently operates a risk framework including a risk register that is managed by Jill Kendrick. The risk register is intended to be signed off annually by the Board and included in the annual report and accounts. The Chief Executive Officer and Audit Committee intend to review the risk register regularly throughout the year.
PRINCIPLE
Maintain the board as a well-functioning, balanced team led by the chair
On Admission, the Board will comprise six directors:
- Simon Lee, Benjamin Ginsberg and Kimberly White as Non-Executive Directors; and
- Stewart Hall, Bill Chess and Zachary Williams as Executive Directors.
Benjamin Ginsberg and Kimberly White are considered by the Board to be independent Non-Executive Directors and were selected with the objective of bringing experience and independent judgement to the Board.
The Board has been constructed to ensure that it has the right balance of skills, experience, independence and knowledge of the business.
The Board is also supported by the Audit Committee and the Remuneration Committee. Details of these committees are set out below.
The Board will meet regularly and at least four times a year. Processes are in place to ensure that each member of the Board is, at all times, provided with such information as is necessary for him/her to discharge his/her duties.
The Group is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders.
PRINCIPLE
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The skills and experience of the Directors are summarised in their biographies here [link to Board and Senior Management section].
The Directors believe that the Board has the appropriate balance of diverse skills and experience in order to deliver on its core objectives. The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically. The Directors have also received a briefing from the Company’s Nominated Adviser in respect of continued compliance with, inter alia, the AIM Rules and the Company’s Solicitors in respect of continued compliance with, inter alia, UK MAR.
PRINCIPLE
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Chair is responsible for ensuring an effective Board. Post-Admission, the Company intends to establish a formal process for evaluating the performance of the Board, the committees, and the individual Directors against its objectives to ensure that members of the Board provide relevant and effective contribution.
PRINCIPLE
Promote a corporate culture that is based on ethical values and behaviours
The Group promotes a culture of integrity, honesty, trust and respect and all employees of the Group are expected to operate in an ethical manner in all of their internal and external dealings. The staff handbook and policies promote this culture and include such matters as anti-bribery and corruption, communication and general conduct of employees.
The Board takes responsibility for the promotion of ethical values and behaviours throughout the Group, and for ensuring that such values and behaviours guide the objectives and strategy of the Company.
PRINCIPLE
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Non-Executive Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Chief Executive Officer is the primary contact for the Company’s Shareholders and is responsible for ensuring that the link between the Board and the shareholders is strong and efficient. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board.
The Board is supported by the Audit Committee and Remuneration Committee. Details of these committees and their responsibilities are set out in Part I of this document. From time to time, separate committees may be set up by the Board in order to consider and address specific issues, as and when they arise.
The Board intends to review the governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.
PRINCIPLE
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company intends to use the following principal methods of communication with its Shareholders:
- The annual report and accounts;
- The interim and full-year results announcements;
- Trading updates (where required or appropriate)
- The annual general meetings; and
- The Company’s investor relations website
The Company’s website is updated on a regular basis with information regarding the Group’s activities and performance. The Company’s reports, presentations, notices of annual general meetings, and results of voting at shareholder meetings will also be made available on the website.
Audit Committee
The Audit Committee is Chaired by Simon Lee and members include Benjamin Ginsberg and Kimberly White. There will be not less than three members. The Audit Committee is expected to meet at least three times a year and otherwise as required. At least two members of the Committee shall be independent non-executive directors and at least one member of the Committee shall have recent relevant financial experience.
The directors acknowledge that relevant corporate governance guidelines, including the QCA code, state that the Audit Committee should not be chaired by the Chair of the Company. The directors have considered the membership of the Audit Committee carefully and have concluded that, given the current composition of the Board, Simon is the most appropriate choice to be Chair.
The Audit Committee is responsible for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes: (i) considering and monitoring the appointment, re-appointment of external auditors as well as advising on the terms of engagement between the Company and the external auditors; (ii) ensuring procedures are in place for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; (iii) report formally to the Board on proceedings after each Audit Committee meeting; (iv) monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements); (v) undertaking narrative reporting and advising the Board on whether the content of the annual report and accounts provides the necessary information for shareholders to assess the Company’s performance, business model and strategy; (vi) reviewing internal control and risk management systems; (vii) reviewing the Company's policy for detecting fraud; (viii) reviewing any changes to accounting policies and check the application of these policies on a year-to-year basis; (ix) reviewing the internal audit function and (x) reviewing and monitoring the extent of the non-audit services undertaken by external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.
The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The Audit Committee also has responsibility for ensuring that the Company has in place the procedures, resources and controls to enable compliance with inter alia, the AIM Rules and the QCA Code.
Remuneration Committee
The Remuneration Committee consists of not less than three members and is Chaired by Kimberly White. Benjamin Ginsberg and Simon Lee are members. It is expected to meet not less than twice a year and at such other times as required. All members of the Remuneration Committee shall be non-executive directors. The Chair of the Board may only also serve on the Committee as an additional member if they were considered independent on appointment as Chair of the Board.
The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s Chief Executive Officer, the Chair of the Board, the executive directors including the Chief Financial Officer, the Company secretary and other senior executives as designated by the Board. The Remuneration Committee also has responsibility for: (i) recommending to the Board a remuneration policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the Chair of the Board, each executive and the Chief Executive Officer (including bonuses, incentive payments and share incentive awards or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company secretary and all other senior executives (including bonuses, incentive payments and share incentive awards or other share awards); (iv) approving the design of, and determine targets for, any performance related pay schemes operated by the Company; and (v) reviewing the design of all share incentive plans for approval by the Board and shareholders, in each case within the terms of the Company’s remuneration policy and in consultation with the Chair of the Board and/or the Chief Executive Officer. No Director or member of management may be involved in any discussions as to their own remuneration.
The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
Share dealing code
The Company has adopted a share dealing code for directors and employees, which is appropriate for a company whose shares are admitted to trading on AIM (particularly relating to the prohibition of dealing during closed periods) and a company which is incorporated in the US whose shares are held by directors and employees who are US residents.
