Corporate Governance

The Company is not required to comply with the provisions of the Governance Code for Small and Mid-Size Quoted Companies 2013 published by the Quoted Companies Alliance. However, the Board recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the Governance Code and the QCA Guidelines insofar as they are appropriate given the Company’s size and stage of development. The Board of Directors comprises one Executive Chairman and one Executive Director.

The Board has established an audit and remuneration committees with formally delegated duties and responsibilities. The Company also has an investment committee to consider new investments and monitor existing investments. The investment committee reports to the full board of the Company as appropriate.

Board Meetings

The Board is responsible for formulating, reviewing and approving the Company’s strategy, financial activities and operating performance. Day to day management is devolved to the Board who are charged with consulting the Board on all significant financial and operational matters. All Directors have access to the advice of the Company’s solicitors and the Company Secretary ensures necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively, and all Directors have access to independent professional advice, at the Company’s expense, as and when required.

Audit Committee

The Audit Committee comprises Donald Strang and Jeremy Taylor-Firth chaired by Jeremy Taylor-Firth. An additional non-executive director will be appointed to the committee as soon as possible. The Audit Committee is expected to meet at least twice a year and otherwise as required. A non-executive director must be present at the meeting to form a quorate. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.

Remuneration Committee

The Remuneration Committee comprises Donald Strang and Alastair Clayton chaired by Donald Strang. An additional non-executive director will be appointed to the committee as soon as possible. It is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for: (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the chairman, each executive and nonexecutive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.

Investment Committee

The Investment Committee comprises of Alastair Clayton (as Chairman) and Jeremy Taylor-Firth.
The Investment Committee is responsible for assessing, negotiating, overseeing due diligence on, and monitoring of, investments (noting in particular the requirement to ensure sufficient working capital remains in the Company following any investment).

The Investment Committee meets monthly to consider new investment propositions and to discuss the performance of the Company’s investments ensuring that each investment is contacted at least once a month to allow the Investment Committee to fully understand the performance of each investment. The Investment Committee ensures that wherever practicable and appropriate each investment that the Company makes agrees to adhere to the Company’s investment monitoring code which sets out amongst other matters:

  • ensuring that the investment provides the Company with the information needed by the Company to make such disclosures as are required under the AIM Rules;
  • ensuring that the investment provides the Company with the information needed by the Company to make such disclosures as are required under the AIM Rules;
  • the procedures and policies with which the investment must comply regarding communication of material information regarding the investment and a restriction on the publication of any price sensitive information without the prior approval of the Company;
  • the monthly reporting requirements of the Company in relation to the investment including, where appropriate, management accounts; annual budgets and forecasts

The Investment Committee reports monthly to The Board on the performance of the investments in order to allow The Board to consider the impact of the investments on the Company’s requirements under the AIM Rules particularly with regards to disclosure requirements.

Following satisfactory due diligence and negotiations the Investment Committee shall make a recommendation to the board for the final investment decision in relation to any new investment. Any new investment shall require majority approval of the investment committee before it is referred to the full board of the Company for approval.

Nomination Committee

The Directors do not consider that, given the size of the Board, it is appropriate to have a Nomination.

Internal Controls

The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, in light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.

Risk Management

The Board considers risk assessment to be important in achieving its strategic objectives. There is a process of evaluation of performance targets through regular reviews by senior management to forecasts. Project milestones and timelines are regularly reviewed.

Business Risk

The Board regularly evaluates and reviews any business risks when reviewing project timelines. The types of risks reviewed include: Regulatory and Compliance Obligations Occupational Health, Safety and Environmental requirements Legal risks relating to contracts, licenses and agreements Insurance risks Political risks deemed where appropriate.

Insurance

The Group maintains insurance in respect of its Directors and Officers against liabilities in relation to the Company.

Treasury Policy

The Group finances its operations through equity and holds its cash as a liquid resource to fund the obligations of the Group. Decisions regarding the management of these assets are approved by the Board.

Securities Trading

The Board has adopted a Share Dealing Code that applies to Director, senior management and any employee who is in possession of ‘inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the relevant individual has received the appropriate prescribed clearance.

Relations with Shareholders

The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are disseminated through stock exchange announcements and regular updates of the Company website. The Board views the AGM as a forum for communication between the Company and its shareholders and encourages their participation in its agenda.