Corporate Governance
The Directors recognise the importance of sound corporate governance and observe the requirements of the QCA Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources.
The Company departs from the provision of the Code in respect of the number of independent directors. The code states “The board should include an appropriate combination of executive and non-executive (and, in particular, independent non-executive) directors, such that no one individual or small group of individuals dominates the board’s decision-making. There should be a clear division of responsibilities between the leadership of the board and the executive leadership of the company’s business.” The Code also says “At least half the board, excluding the chair, should be non-executive directors whom the board considers to be independent.” In this regard, the Directors intend to appoint a further independent non-executive in the current financial year.
The Company has established an Audit Committee and a Compliance Committee with formally delegated duties and responsibilities.
The Audit Committee comprises Malcolm Palle (executive Director), Wayne Almeida ( non-executive Director and chairman of the committee) and Federica Velardo ( non- executive Director). The composition of this committee may change over time as the composition of the board changes.
The Audit Committee determines the terms of engagement of the Company’s auditors and in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews 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 Company. The Audit Committee has unrestricted access to the Company’s auditors.
The Compliance Committee, which comprises Eddy Travia ( executive Director), Federica Velardo (non-executive Director and chairman of the committee) and Wayne Almeida (non- executive Director), is responsible for ensuring that the Company has sufficient procedures, resources and controls to enable it to comply with the AQSE Growth Market Apex Market Rules as adopted from time to time and the QCA Code.
The Committees will meet not less than twice a year.
The Board consist of two non-executive directors, Wayne Almeida and Federica Velardo, who act as a bridge between management and shareholders by assisting the Company in implementing corporate governance practices.
In light of the size and composition of the board of directors of the Company, the Directors have not considered it necessary to establish a nomination and remuneration committee. However, they will keep this under regular review.
The Board, which will meet not less than once every two months, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Apex Rulebook compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Apex Rulebook 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, which is appropriate for a company whose shares are traded on the Apex segment of the AQSE Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with UK Legislation including UK MAR and Rule 4.1 of the AQSE Growth Market Access Rulebook. It should be noted that the insider dealing legislation set out in the Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in Ordinary Shares.