Corporate Governance

The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have formally adopted and intend to fully comply with the QCA Code. This sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies. Set out in the attached document is an explanation of how the Group currently complies with the principles of the QCA Code and, to the extent applicable, those areas where the Group’s corporate governance structures and practices differ from the expectations set out in the QCA Code. Annual updates will be provided on the Group’s compliance with the QCA Code.

The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have formally adopted and intend to fully comply with the QCA Code. This sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies. Set out in the attached document is an explanation of how the Group currently complies with the principles of the QCA Code and, to the extent applicable, those areas where the Group’s corporate governance structures and practices differ from the expectations set out in the QCA Code. Annual updates will be provided on the Group’s compliance with the QCA Code.

Corporate
Governance Policy

Board

The Board is responsible for the overall management of the Company including the review of its long-term objectives and strategy, and the implementation of its strategy, policies and plans. The Board meets regularly to review performance. 

The Board currently comprises five Directors, of whom two are executive and three are non-executive. The Board considers of three non-executives – Judith Batchelar, Dan Emery and Gary Urmston – who are independent for the purposes of the QCA Code. The two Executive Directors are Rick Guiney and Konrad Dabrowski.

The Board has established an audit committee and remuneration   committee with formally delegated duties and responsibilities, as described below.

The Board is responsible for the overall management of the Company including the review of its long-term objectives and strategy, and the implementation of its strategy, policies and plans. The Board meets regularly to review performance. 

The Board currently comprises five Directors, of whom two are executive and three are non-executive. The Board considers of three non-executives – Judith Batchelar, Dan Emery and Gary Urmston – who are independent for the purposes of the QCA Code. The two Executive Directors are Rick Guiney and Konrad Dabrowski.

The Board has established an audit committee and remuneration committee  with formally delegated duties and responsibilities, as described below.

Audit committee

Audit
committee

The audit committee will be responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing audit findings). 

The audit committe comprises Gary Urmston, Dan Emery and Judith Batchelar and will be chaired by Gary Urmston. The audit committe will meet at least three times per year at appropriate times in the reporting and audit cycle, and otherwise as required. The audit committee will also meet regularly with the Company’s external auditors.

The audit committee will be responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing audit findings). 

The audit committee comprises Konrad Dabrowski and Gary Urmston and will be chaired by Gary Urmston. The audit committee will meet at least two times a year at appropriate times in the reporting and audit cycle, and otherwise as required. The audit committee will also meet regularly with the Company’s external auditors.

Remuneration
committee

The remuneration committee will be responsible for determining and agreeing with the Board the framework for remuneration of executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors will be a matter for the Chairman and executive members of the Board. No Director will be involved in any decision as to his or her own remuneration. 

The remuneration committee comprises Gary Urmston, Dan Emery and Rick Guiney that will be chaired by Rick Guiney. The remuneration committee will meet at least twice a year and otherwise as required.

The remuneration committee will be responsible for determining and agreeing with the Board the framework for remuneration of executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors will be a matter for the Chairman and executive members of the Board. No Director will be involved in any decision as to his or her own remuneration

The remuneration committee comprises Dan Emery, Gary Urmston and Judith Batchelar, chaired by Judith Batchelar. The remuneration committee will meet at least once a year and otherwise as required. 

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