Directors Responsibilities and Committees

Corporate Governance

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.

Audit Committee

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.

Remuneration Committee

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.

Investment Committee

The Investment Committee comprises of David Lenigas (as Chairman) and Hamish Harris.

The Investment Committee is responsible for assessing, negotiating, overseeing due diligence on, and monitoring of, investments (noting in particular the requirement to ensure sufficient working capital remains in the Company following any investment).

The Investment Committee meets monthly to consider new investment propositions and to discuss the performance of the Company’s investments ensuring that each investment is contacted at least once a month to allow the Investment Committee to fully understand the performance of each investment. The Investment Committee ensures that wherever practicable and appropriate each investment that the Company makes agrees to adhere to the Company’s investment monitoring code which sets out amongst other matters:

  • the legal and regulatory obligations with which the investment must comply as a consequence of the Company’s public status such obligations including restrictions on dealing in the Company’s shares;
  • ensuring that the investment provides the Company with the information needed by the Company to make such disclosures as are required under the Regulatory Rules;
  • the procedures and policies with which the investment must comply regarding communication of material information regarding the investment and a restriction on the publication of any price sensitive information without the prior approval of the Company;
  • the monthly reporting requirements of the Company in relation to the investment including, where appropriate, management accounts; annual budgets and forecasts

The Investment Committee reports monthly to The Board on the performance of the investments in order to allow The Board to consider the impact of the investments on the Company’s requirements under the Regulatory Rules particularly with regards to disclosure requirements.

Following satisfactory due diligence and negotiations the Investment Committee shall make a recommendation to the board for the final investment decision in relation to any new investment. Any new investment shall require majority approval of the investment committee before it is referred to the full board of the Company for approval.

In accordance with Regulatory Rules for Companies Doriemus has adopted a share dealing code for the Directors and senior employees and will take steps to ensure compliance by the Directors and any relevant employees with the terms of the code.