The Corporate Governance Code applies only to companies on the Official List and not to companies admitted to NEX Exchange. However, the Directors recognise the importance of sound corporate governance and the Company complies with the provisions of the Corporate Governance Code and the QCA Code, insofar as they are appropriate given the Company’s cash shell status. Once the Company implements an acquisition strategy, it will develop policies and procedures which reflect the Corporate Governance Code, so far as it is practicable, taking into account the size and nature of the Company in the future.
The Group has established an audit and NEX Rules compliance committee and a remuneration committee of the Board with formally delegated duties and responsibilities.
The audit and NEX Rules compliance committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. As well as ensuring compliance with the NEX Rules, it receives and reviews reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The audit and NEX Rules compliance committee meets not less than twice in each financial year and has unrestricted access to the Group’s auditors. The members of the audit and NEX Rules compliance committee are John Treacy and Martin Groak.
The remuneration committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. In exercising this role, the Directors have regard to the recommendations put forward in the Corporate Governance Code and the QCA Code.The members of the remuneration committee are John Treacy and Martin Groak.