The Board of directors is responsible for the proper management of the Company by formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. In the past year, all of the directors attended all
board meetings held. To achieve its objectives, the board adopts the ten principles of the QCA Code. Through successfully implementing these principles, the Company is able to deliver medium to long-term growth for
shareholders whilst maintaining a flexible, efficient and effective management framework within an entrepreneurial environment.
It is important that the board itself contains the right mix of skills and experience in order to deliver the strategy of the Company. As such, the board is comprised of:
- an Executive Chairman (Tony Manini), whose primary responsibilities are supporting management to achieve the long term objectives of the Company, providing leadership of the Board and ensuring effective
conduct of the Board’s function and the Company’s corporate governance model. The Chairman has a clear separation from the day-to-day business of the Company which allows him to make independent decisions;
- an Executive Director (Peter Bird), and
- three independent Non-Executive Directors (Peter Pollard, Faldi Ismail and Dominic Heaton)
The Board has not appointed a senior independent director but intends to as soon as it is prudent to do so taking into account the Company’s size and stage. Additionally, the Company has appointed a professional Company Secretary
in the UK who assists the Chairman in preparing for and running effective board meetings, including the timely dissemination of appropriate information. The Company Secretary provides advice and guidance to the extent required by the board on the legal and regulatory environment.
Each director serves on the Board until the Annual General Meeting following his election or appointment, and the board meets at least three times a year.
The following matters are reserved for the Board:
Management Structure and Appointments
- Executive Director responsibilities and the division of responsibilities between Chairman and CEO.
- Board appointments or removals.
- Board and senior management succession, training, development and appraisal.
- Appointment or removal of Company Secretary.
- Appointment or removal of internal auditor.
- Remuneration, contracts, grants of options and incentive arrangements for Executive Directors and senior
management, including any plans to be put to shareholders for approval.
- Delegation of the Board’s powers.
- Agreeing membership and terms of reference of board committees and task forces.
- Approval of delegated levels of authority, include the CEO’s limits, which must be in writing.
- Matters referred to the Board by the board committees
- Business strategy.
- Diversification/retrenchment policy.
- Ensuring maintenance of a sound system of internal control and risk management, including:
- Group’s risk appetite statements
- Procedures for detection of fraud and the prevention of bribery
- Approval of the overall levels of insurance for the group, including directors’ and officers’ liability insurance
- An on-going assessment of significant risks and effectiveness of internal controls
- Agreement of codes of ethics and business practices.
- Calling of shareholders’ meetings and approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting, plus any circulars, prospectuses and listing particulars.
- Avoidance of wrongful or fraudulent trading.
- Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives.
- Considering the balance of interests between shareholders, employees, customers and the community.
- Reviewing the group’s overall corporate governance arrangements in the context of its growth plans.
- Undertaking an annual review of its own performance, that of its committees and individual directors and the division of responsibilities.
- Transactions which are notifiable under the AIM Rules.
- Approval of major capital projects.
- Contracts which are material strategically or by reason of size entered into by the Company in the ordinary course of business e.g. bank borrowings over £1 million and acquisitions or disposals of fixed assets
(including intangible assets such as intellectual property) above £1 million
- Major investments (including the acquisition or disposal of interests of more than 3 per cent. in the voting shares of any company or the making of any takeover offer).
- Contracts not in the ordinary course of business.
- Actions or transactions where there may be doubt over propriety.
- Approval of certain announcements, prospectuses, circulars and similar documents.
- Disclosure of directors’ interests.
- Transactions with directors or other related parties
- Raising new capital and confirmation of major financing facilities.
- Changes relating to the group’s capital structure, including the reduction of capital and/or share issues.
- Treasury policies requested to be put in place by the Board.
- Discussion of any proposed emphasis of matter on the accounts
- Final approval of annual and interim reports and accounts and material changes to accounting policies.
- Appointment/reappointment or removal of the external auditor, to be put to shareholders for approval in general meeting, following the recommendation of the Board or its Committee.
- Charitable and political donations.
- Approval and recommendation of dividends.
- Approval before each year starts of operating and capital expenditure budgets for the year and any material changes to them.
- Major changes to the Group’s corporate structure.
- Any changes to the Company’s listing status and status as a Public Limited Company
- Approval of key policy documents including the share dealing code and the Market Abuse Regulation (MAR) policy, anti-bribery policy and whistleblowing policy.
- This schedule of matters reserved for board decisions