Corporate Governance
The Directors support the highest standards of corporate governance and intend to observe the requirements of the Combined Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources. Whilst there is no equivalent to the Combined Code in the BVI, the BVI Business Companies Act 2004 (‘‘BCA’’) brings with it a more formalised approach to corporate governance particularly in the areas of the laws and rules as to directors’ duties and liabilities and shareholders rights which will apply to all BVI companies.
The Company will hold timely board meetings periodically as issues arise which require the attention of the Board. The Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure and senior personnel appointments.
The Company has established a remuneration committee (‘‘the Remuneration Committee’’) and also an audit committee (‘‘the Audit Committee’’) with formally delegated duties and responsibilities.
The Remuneration Committee, which will comprise David Weill as Chairman and Michael Mendelson, will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the Company.
The Audit Committee, which will comprise David Weill as Chairman and Michael Mendelson, will meet not less than twice a year. The committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.
In accordance with the provisions of the AIM Rules, which require the nominated adviser and the Company to maintain regular contact so as to enable: i) the nominated adviser to ensure the Company and the Directors continue to understand their obligations under the AIM Rules for Companies: and ii) that the nominated adviser is kept up to date with developments at the Company, the Directors considered it appropriate to appoint a committee to ensure compliance with those rules (‘‘AIM Rules Compliance Committee’’).
The AIM Rules Compliance Committee established by the Company comprises any two Directors of the Company and they have been given full power and authority to perform, approve, execute, deliver and/or issue all things which the AIM Rules Compliance Committee considers necessary or expedient in connection with the Company’s Admission to and trading on AIM, or any matter incidental thereto including, without limitation raising and discussing or issuing notification to the nominated adviser of:
a) any deals by Directors in respect of any Ordinary Shares in which the Directors are interested;
b) any changes by any Shareholder holding 3 per cent. or more of any Ordinary Shares which
increase or decrease such holding through any single percentage;c) the resignation, dismissal or appointment of any Director;
d) any change in the Company’s accounting reference date, registered office address or any change in its legal name;
e) any material change between the Company’s actual trading performance or financial condition and any profit forecast, estimate or projection made public on behalf of the Company;
f) any decision to make any payment in Ordinary Shares;
g) the reason for the application for admission to trading on AIM or cancellation of any Ordinary Shares;
h) the occurrence and number of Ordinary Shares taken into and out of treasury;
i) the resignation, dismissal or appointment of the Company’s nominated adviser or broker from time to time;
j) any change in the website address operated by the Company including any changes in order to ensure continued compliance with Rule 26 of the AIM Rules for Companies;
k) the admission to any other exchange or trading platform of the Ordinary Shares; and
l) any changes relating to the Company in connection with its financial condition, sphere of activity, performance of its business and the expectation of its performance.
The Company intends to adopt and will operate a share dealing code governing the share dealings of the Directors and applicable employees during close periods and is in accordance with Rule 21 of the AIM Rules.
Articles of Association
Memorandum and Articles of Association (click to view in PDF format)