AIM Rule 26
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Corporate Governance and Board practices
The Board recognises the importance of sound corporate governance and seeks to comply with the QCA Code. The Company’s Corporate Governance Statement can be found by clicking the following link: QCA Statement
The Board comprises two executive directors and four non-executive directors, one of whom, Stephen Blyth, is not considered to be independent. The Board has established an Audit and Risk Committee, a Remuneration Committee and a Disclosure Committee with formally delegated duties and responsibilities and each with written terms of reference.
Audit and Risk Committee
The Audit and Risk Committee comprises Mark Whiteling, Stephen Blyth and is chaired by Rob Riddleston. The Audit and Risk Committee meets at twice per annum and otherwise as required.
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 consolidated 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 and Risk Committee has unrestricted access to the Company’s external auditors.
The Remuneration Committee comprises Charles McGurin, Rob Riddleston and Mark Whiteling and is chaired by Charles McGurin. It meets at least once per annum 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 directors, the non-executive directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for determining the total individual remuneration package of the chairman, each executive and non-executive director, the Company secretary and 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.
The Disclosure Committee provides support to the Board in relation to compliance with MAR, the Disclosure, Guidance and Transparency Rules and the AIM Rules for Companies and the identification, control and disclosure of “inside information”. The Disclosure Committee comprises all of the Directors, but has a quorum of any three Directors provided at least one executive Director and at least one independent non-executive Director is present. Mark Whiteling chairs the Disclosure Committee, which meets at such times and in such manner as shall be necessary or appropriate.
The Company considers that, at this stage of its development and given the current size of its Board, it is not necessary to establish a formal nominations committee. This position will be reviewed on a regular basis by the Directors.
Share dealing code
The Company has adopted a share dealing code for the Board and certain employees in accordance with the provisions of MAR and the AIM Rules, and the Company takes all reasonable steps to ensure compliance by the Board and any relevant “applicable employees” (as defined in the AIM Rules) with such code.
Anti-bribery and corruption policy
The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.
Country of incorporation: England and Wales
Company registration number: 10397171
Main country of operation: England and Wales
Zeus Capital Limited
10 Old Burlington Street
Solicitors to the Company
One Bartholomew Close
DX 339401 London Wall
Auditor to the Group
Crowe U.K. LLP
1 Carey Lane, Third Floor
Financial public relations
UK Registrars and transfer agent
Share Registrars Limited
17 West Street
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|Top Shareholders||Number||% Voting rights|
|Cogel Investments UK||37,781,018||26.68|
|Mr Shaun R Godfrey||22,888,761||16.15|
|Mr Sandu Grigore||15,786,500||11.14|
|Stonehage Fleming Family & Partners||9,323,953||6.58|
|Hargreaves Lansdown Asset Mgt||5,050,973||3.56|
|Mr Danor Ionescu||4,163,106||2.94|
|Mr Christopher Rose||3,500,000||2.47|
|Mr John and Halina Eynon||2,919,882||2.06|
In accordance with AIM Rule 26, the percentage of the Company’s issued share capital that is not in public hands is 56%.
|Shareholder||Number of shares|
|Cogels Investments limited||37,781,018|
|Mr Shaun R Godfrey||22,888,761|
|Mr Sandu Grigore||15,786,500|
|Mr Jason Herring||978,186|
|Ms Daniela A Antohi||758,900|
|Mr Roger Loveless||486,647|
|Mr Michael Thomas||486,647|
|Mr Wim Pauwels||208,155|
|Mr Charles Mcgurin||65,321|
|Mr Rob Riddleston||2,084|
The Company does not hold any Ordinary Shares in treasury and therefore the number of Ordinary Shares with voting rights is 141,688,425.
The key objectives of the Remuneration Committee are to:
- develop remuneration packages which motivate directors and support the delivery of business objectives in the short, medium and long-term;
- align the interests of the executive directors with the interests of long-term shareholders;
- encourage executives to operate within the risk parameters set by the Company’s board of directors;
- ensure that the Company can recruit and retain high-quality executives through packages which are fair and attractive, but not excessive; and
- determine fair and reasonable contractual terms and payments in respect of the termination of the Company’s relationship with any of its directors and members of the executive/senior management team.