Investor Relations

Corporate Governance

Corporate Governance :

The Cayman Islands has no specific corporate governance regime which applies to companies incorporated in the Cayman Islands.

In addition, companies that are not admitted to a regulated market are not required to comply with the UK Corporate Governance Code. The Directors will, however, 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.

Director Responsibilities :

The Board currently comprises three executive directors and two non-executive directors. In line with best practice, the Board is chaired by one of the Non Executive Directors. The Board has committed itself to a strong agenda on business strategy, aimed at ensuring the Group maintains and increases its differentiation in the market place, enhancing export sales and increasing the quality and scale of its clients and eco-system of partners along with its products and service delivery.

The Board meets regularly to consider strategy:

performance, approval of major capital projects and the framework of internal controls. In addition, the executive Directors meet on a weekly basis for operational meetings. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary and group financial controller, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is a matter for the Board as a whole. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. Subject to the terms of the executive Directors’ service contracts, Directors are subject to retirement by rotation and re-election by the Shareholders at Annual General Meetings, as required by the articles of association, and any Director appointed by the Board shall hold office only until the next Annual General Meeting and shall then be eligible for election.

Internal Financial Controls :

The Board will be responsible for establishing and monitoring the Group’s system of internal financial controls and importance is placed on maintaining a strong control environment. The key procedures which the Board intends to establish with a view to providing effective internal financial control include the following:

1.the Company will institute a monthly management reporting process to enable the Board to monitor the performance of the Group;
2. the Board will adopt and review a comprehensive annual budget for the Group. Monthly results will be examined against the budget and deviations will be closely monitored by the Board;
3.the Board will be responsible for identifying major business risks faced by the Group and for determining the appropriate courses of action to manage those risks; and
4.fully consolidated management information will be prepared on a regular basis, at least half yearly.

The Board recognises, however, that such a system of internal financial control can only provide reasonable, not absolute, assurance against material misstatement or loss. The effectiveness of the system of internal financial control operated by the Group will therefore be subject to regular review by the Board in light of the future growth and development of the Company and adjusted accordingly.

Committees:

The Directors have established Audit, Remuneration and Nomination and AIM Compliance Committees.

The Audit Committee has Luke Webster as Chairman, and has primary responsibility for monitoring the quality of internal controls ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit committee meets at least twice a year.

The Remuneration and Nomination Committee has Garry Willinge as Chairman, and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Committee is also responsible for reviewing and making proposals to the Board on the appointment of directors. The Remuneration and Nomination Committee meets at least twice a year.

The AIM Compliance Committee has Luke Webster as Chairman, and will monitor and report on the Company’s compliance with the AIM Rules for Companies. The Compliance Committee meets at least twice a year.

Directors share dealing code:

The Directors will comply with Rule 21 of the AIM Rules relating to Directors’ dealings and there are procedures in place to ensure compliance by the Company’s applicable employees. The Company has a share dealing code which is appropriate for an AIM quoted company.

Takeover code :

The Company is incorporated and registered in the Cayman Islands and the operating Group entities are managed and controlled outside the UK. For these reasons the Takeover Code does not apply to the Company and Shareholders will not be offered any protections under the Takeover Code. It is emphasised that, although the Ordinary Shares will trade on AIM, the Company will not be subject to takeover regulation in the UK. Certain protections have been incorporated into the Articles which, to an extent, mirror provisions of the Takeover Code (the ‘‘Relevant Code Provisions’’).