Corporate Governance

Corporate Governance
The Board of Directors is accountable to the Company’s shareholders for ensuring good corporate governance.  The Directors will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies published by the Quoted Companies Alliance, from time to time, to the extent that they believe it is appropriate in light of the size, stage of development and resources of an AIM-quoted company.

The Company is subject to the UK City code on Takeovers and Merges.

Board Committees

During the year, the Board had delegated responsibilities to its committees which had fixed terms of reference. The main committees established were the Audit and Remuneration Committees.

Audit Committee
The Audit Committee is responsible for dealing with accounting matters, ensuring the independence of the external auditors, financial reporting and internal controls and comprises the Non-executive Director and the Chief Executive Officer.

Remuneration Committee
The Remuneration Committee is responsible for the approval of the remuneration for the executive Directors in accordance with the Group’s remuneration policy framework. The Committee is comprised of any two Directors whose remuneration is not under consideration.

Nominations Committee
There was no plan for any recruitment and appointment. It was decided at Board level not to set up a Nominations Committee.

Relations with shareholders
The executive Directors meet with representatives of institutional investors and analysts to discuss their views and ensure that the corporate objectives and strategies of the Group are well understood. The Company’s shareholders are sent annual reports and accounts and all shareholders are entitled to attend the Annual General Meeting and receive a Notice of the Meeting. Members of the Board will be in attendance at the Annual General Meeting and will be available to meet shareholders informally after the meeting. The Company will advise shareholders attending the AGM of the number of proxy votes lodged for and against each resolution after each resolution has been dealt with by a show of hands.

Statement of Directors’ responsibilities
Company law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing those financial statements the Directors are required to:
a) select suitable accounting policies and then apply them consistently,
b) make judgements and estimates that are reasonable and prudent,
c) state whether applicable and accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements. The Directors confirm that they have complied with the above requirements in preparing the financial statements. The Directors are also responsible for the maintenance and integrity of the website and acknowledge that legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.