As a company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code. The Directors have decided, so far as is practicable given the Company’s size and nature, to voluntarily adopt and comply with the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”). However, at present, due to the size and nature of the Company, the Directors acknowledge that adherence to certain provisions of the QCA Code may be delayed until such time as the Directors are able to fully adopt them.
- The QCA Code recommends that companies publish key performance indicators which align with strategy and feedback through regular meetings with shareholders and directors. The Company will not comply with this provision until after such time as it has made an Acquisition.
- The QCA Code also recommends that the board has embedded an effective risk management practice which should include a description of what the board does to identify, assess and manage risk and how it gets assurance that the risk management and related control systems in place are effective. At present, due to the nature of the Company, a formal risk management policy would not be in place until after such time as it has made an Acquisition. A risk management approach would be taken however when determining an Acquisition target, considering costs and expenses, planning the Acquisition structure and appointment of senior management (if any).
- At present, due to the size and nature of the Company, the Directors would not evaluate board performance on a regular basis or make plans for succession planning. Once an Acquisition has been made, if appropriate, the Company will put in place the appropriate practices.
- Further, until the Acquisition is made, the Company will not have nomination, remuneration, audit or risk committees. The Board as a whole will instead review its size, structure and composition and the scale and structure of the Directors’ fees (taking into account the interests of the Shareholders and the performance of the Company), take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the company’s financial statements and take responsibility for any formal announcements of the Company’s financial performance. Following the Acquisition, the Board intends to put in place nomination, remuneration, audit and risk committees.
- While the CEO will also fulfil the role of Chairman, two diverse and multi-disciplinary Non-Executive Directors have also been appointed to the board who would be able to provide a range of reviews and balance when making decisions. When an Acquisition is made, the Company will consider whether or not additional Directors, including a separate Chairman of the Board should be appointed.
The Company will be led by an effective and entrepreneurial Board, whose role is to promote the long term sustainable success of the Company, generating value for shareholders and contributing to wider society.
The Board will ensure that it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently.
The Board will ensure that the necessary resources are in place for the company to meet its objectives and measure performance against them.
Following the Acquisition, subject to eligibility, the Directors may seek to transfer the Company from a Standard Listing to either a Premium Listing and/or other appropriate stock exchange, based on the optimal listing for the company or business it acquires, subject to fulfilling the relevant eligibility criteria at the time. Following any such Premium Listing, the Company would be required to comply with the continuing obligations contained within the Listing Rules in the same manner as any other company with a Premium Listing. The Company would continue to be subject to the Disclosure Guidance and Transparency Rules and the Market Abuse Regulation.