The Directors are committed to maintaining the highest standards of Corporate Governance
Although not a listed company, the Board has determined that it will seek to comply with the Quoted Companies Alliance’s Corporate Governance Code (“the QCA Code”). In addition, the Directors have adopted a code of conduct for dealings in the shares of the Company by Directors and employees.
The Board has appointed me, Graham Lyon, as non-executive Chairman, recognising my wide experience of best practice corporate governance gained from a long career in having served as a non-executive director responsible for corporate Governance and chairman of many disparate companies over the last 10 years. In my capacity as non-Executive Chairman, I have assumed responsibility for ensuring that the Company has appropriate corporate governance standards in place and that these requirements are followed and applied wherever applicable. These arrangements are designed to ensure both that the Company delivers long-term value to its shareholders and also that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board.
The Board recognises that its decisions regarding strategy and risk will affect the corporate culture of the Company as a whole and in turn, the performance of the Company. The Board is very aware that the culture created by the Board will determine the nature of the Company as a whole and the way that employees behave. The Board intends that much of the Company’s activity is centred upon an open and respectful dialogue with investors, whether they be individuals or corporate. We recognise, therefore, the crucial importance of sound ethical values and behaviours in determining the ability of the Company to achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this underpins all that the Company does.
The Board currently consists of five Directors, of whom two are executive and three are non-executive. The Board believes that the modest shareholdings of non-executives are such that conflicts should not arise and that therefore, the non-executive directors are independent. Following conclusion of our current fund-raise, The Board will consider whether it would be appropriate to seek to appoint additional non-executive and/or executive Directors. However, the Board believes that the presence of other senior non-executive Directors means that the roles of Chairman and senior independent Director are adequately separated.
The Board has taken the view that as there are currently only five Directors on the Company Board, it would not be appropriate to create multiple committees however an ad hoc Nominations Committee will be convened to address any issues arising from ensuring a managed and successful succession planning process, either for executive or non-executive Directors.
This statement was last reviewed 17th December 2019
We recognise the crucial importance of sound ethical values and behaviours in determining the ability of the Company to achieve its corporate objectives