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Combined Code The Directors support high standards of Corporate Governance. The Directors confirm that following Admission, we intend (taking into consideration our size and nature of business) to comply with the Combined Code, to the extent we consider practicable and appropriate for an AIM company. We will comply with the Combined Code taking into account the recommendations of the Quoted Companies Alliance referred to below. The Combined Code is a code of desirable Corporate Governance practices and procedures for public companies trading on markets in the UK, and is based on recommendations made by a number of committees which have been set up from time to time to consider Corporate Governance best practice in the UK. On a strict interpretation of the Combined Code, it applies only to companies which are admitted to the Official List and it is therefore up to an AIM Company’s Directors and its Nominated Adviser to decide whether it will indeed comply with the Code, The Quoted Companies Alliance (“QCA”) has also published Corporate Governance guidelines for AIM listed companies. These guidelines acknowledge that compliance with certain of the provisions of the Combined Code will be inappropriate for, or take longer to implement by, AIM listed companies because of their nature and resources. The QCA Guidelines recommend that there should be a formal schedule of matters specifically reserved for the Board’s decision and sets out a specimen list of such matters. The Board should be supplied with information in a timely manner to enable it to discharge its duties. The QCA Guidelines also recommend that the roles of Chairman and Chief Executive should not be exercised by the same individual and that a Company has at least two independent Non-executive Directors (one of whom should be the Chairman). Furthermore, all Directors should be submitted for re-election at regular intervals subject to continued satisfactory performance. The also recommend the establishment of Audit, Remuneration and Nomination Committees and that the Audit and Remuneration Committees should comprise of at least two members, all of whom should be independent Non-executive Directors. Additionally, our Remuneration and Nomination Committees will not comprise solely of independent non-executive Directors. For further details please see the section headed ''Committees''. |
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