The Directors recognise the importance of sound corporate governance and, following Admission, have
undertaken to take account of the requirements of the QCA Code to the extent that they consider it
appropriate having regard to the Group’s size, board structure, stage of development and resources.
Conditional on Admission, the Company has established an Audit Committee, a Remuneration
Committee and an AQSE Growth Market Rules Compliance Committee. Details of these committees
are set out below:
The Board has established an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee will be chaired by Christopher Neoh and its other member is Larry Carter Howick and will meet at least twice a year. It will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes.
The Remuneration Committee will be chaired by Christopher Neoh and its other member is Larry Carter Howick. It is expected to meet not less than two times a year. The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Company’s policy on remuneration of senior executives and specific remuneration packages for executive directors and the Chairman, including pension rights and compensation payments. The remuneration of non-executive directors is a matter for the Board. No director may be involved in any discussions as to their own remuneration.
The Nominations Committee will be chaired by Christopher Neoh and its other member is Larry Carter Howick. It is expected to meet not less than two times a year. The Nomination Committee will lead the process for Board appointments and make recommendations to the Board. The Nomination Committee will regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes.
The Board has agreed that the AQSE Growth Market Rules Compliance Committee will be comprised of the Board as a whole and will be responsible for ensuring that the Company has sufficient procedures, resources and controls to enable it to comply with the AQSE Growth Market Rules for Issuers and will meet not less than twice a year. Guild will be invited to attend meetings.
The Company has adopted a share dealing code in relation to dealings in securities of the Company by
the Directors, and Persons Discharging Managerial Responsibility (“PDMR”), which is appropriate for
a company whose shares are traded on the AQSE Growth Market. This will constitute the Company’s
share dealing policy for the purpose of compliance with UK legislation, including the Market Abuse
Regulation. It should be noted that the insider dealing legislation set out in the UK Criminal Justice Act
1993, as well as provisions relating to market abuse, will apply to the Company and dealings in its
The Company has also implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the board, employees and consultants comply with the UK Bribery Act 2010.
The Directors and have established financial controls and reporting procedures, taking into consideration the multi-jurisdictional nature of the business which are considered appropriate given the size and structure of the Company. The Directors will continue to review these processes and procedures as the Company develops.