AIM-quoted companies are required to adopt a recognised corporate governance code with effect from their admission to trading on AIM however, there is no prescribed corporate governance regime for AIM companies. The QCA has published the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”), a set of corporate governance guidelines, which include a code of best practice, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters. The Directors acknowledge the importance of high standards of corporate governance and intend, given the Company’s size, board structure, stage of development and resources, to comply with the QCA Code.
Following Admission, the Board will comprise six Directors, of which three are Executive Directors and three are Non-Executive Directors. The Board considers Joanne Lake, Helen Gilder and Phil Pavitt to be independent Non-Executive Directors under the criteria identified in the QCA Code.
The Company will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have, conditional on Admission, established an audit committee, a nomination committee and a remuneration committee with formally delegated rules and responsibilities.
The audit committee will comprise Joanne Lake, Phil Pavitt and Helen Gilder, who will act as chairperson. The audit committee will, among other things, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company.
The remuneration committee will comprise Helen Gilder, Phil Pavitt and Joanne Lake, who will act as chairperson. The remuneration committee will review and make recommendations in respect of the Executive Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The remuneration committee will also make recommendations to the board concerning the allocation of share options to employees under the New Share Plans.
The nomination committee will comprise Joanne Lake, Phil Pavitt and Helen Gilder, who will act as chairperson. The nomination committee will be responsible for identifying and nominating for Board approval candidates to fill board vacancies and evaluating the need for and nature of additional appointments.
Environmental, Social and Corporate Goverance (ESG) Committee
The ESG committee will comprise Rory MacDonald and Helen Gilder who will act as chairperson. The ESG committee will be responsible for measuring and improving the Group’s impact on the environment, generating social value through its work, positively impacting the lives of its employees and stakeholders and operating ethically and with goodwill.
The Company has also adopted a share dealing code for directors and certain employees, which is appropriate for a company whose share is admitted to trading on AIM (particularly relating to the prohibition of dealing during closed periods).