The Company is not required to comply with the provisions of the Governance Code or the Corporate Governance Code for Small and Mid-Size Quoted Companies 2013 published by the Quoted Companies Alliance.
However, the Board recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the Governance Code and the QCA Guidelines insofar as they are appropriate given the Company’s size and stage of development. The Board of Directors comprises two executive directors and one non-executive director. The executive directors, being David Lenigas and Hamish Harris are not considered to be independent. The Board has determined that the non-executive director, Grant Roberts is independent.
The Board is aware that it is not compliant with the QCA Guidelines or the Governance Code in respect of having at least two independent non-executive Directors. It is the Board’s intention that, as soon as practicable, an additional independent non-executive director will be appointed to the Board. The Board has established an audit and remuneration committees with formally delegated duties and responsibilities.
The Company also has an investment committee to consider new investments and monitor existing investments. The investment committee reports to the full board of the Company as appropriate.
The Audit Committee comprises Grant Roberts and Donald Strang and is chaired by Donald Strang. The Audit Committee is expected to meet at least twice a year and otherwise as required. A non-executive director must be present at the meeting to form a quorate. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.
The Remuneration Committee comprises Grant Roberts and Donald Strang and is chaired by Donald Strang. It is expected to meet not less than twice a year and at such other times as required. 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, the chairman, the executive and non-executive directors, the Company secretary and other senior executives.