Admission to trading on AQSE and first day of dealings
The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.
The Company has established an audit committee, a remuneration committee and an AQSE Rules compliance committee with formally delegated duties and responsibilities. The audit committee will, on Admission, comprise Marco Caspani and Adam Reynolds, with Marco Caspani as chairman, and the remuneration committee will, on Admission, comprise Adam Reynolds and Marco Caspani, with Adam Reynolds as chairman. The AQSE Rules compliance committee will, on Admission, comprise Adam Reynolds and Marco Caspani, with Adam Reynolds as chairman.
The composition of these committees may change over time as the composition of the Board changes.
Audit Committee: the audit committee will determine the terms of engagement of the Company’s auditors and will determine, in consultation with the auditors, the scope of the audit. The audit committee will receive and review reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee will have unrestricted access to the Company’s auditors.
Remuneration Committee: the remuneration committee will determine the scale and structure of the executive Directors’ and senior employees’ remuneration and the terms of their respective service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive Directors will be set by the Chairman and executive members of the Board.
AQSE Rules Compliance Committee: the AQSE Rules compliance committee will ensure that procedures, resources and controls are in place to ensure that AQSE Rules compliance by the Company is operating effectively at all times and that the executive Directors are communicating effectively with the Company’s corporate adviser regarding the Company’s ongoing compliance with the AQSE Rules and in relation to all announcements and notifications and potential transactions.
The Company has adopted a share dealing code for dealings in securities of the Company by the Directors and Persons Discharging Managerial Responsibility 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 Ordinary Shares.
The Group has 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 have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the Group.