Corporate Structure and Corporate Governance

 

Corporate Governance

The Company complies with the requirements of the Corporate Governance
Code for Small and Mid-Sized Quoted Companies 2013 published by the Quoted Companies Alliance from time to time, to the extent the directors consider it appropriate given the Company's size and nature.

 

Board Committees and Membership

 

There are four committees of the Board of Directors.

  AIM/Corporate Governance Compliance Committee Audit Committee Remuneration Committee Nominating Committee
Mr Chris Morgan
Mr Ajay Rajpal

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.


Bermudan company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted for use in the European Union. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:


  • select suitable accounting policies and then apply them consistently;
  • make judgments and estimates that are reasonable and prudent;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business for the foreseeable future;
  • follow applicable accounting standards.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Bermuda Companies Act 1981. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


The directors will also meet regularly to consider strategy, performance, approval of major capital projects and the framework of internal controls.


There are Committees of the Board of Directors as follows :


  • Audit Committee 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.
  • Nomination and Remuneration Committees will make recommendation to the Board for appointment of directors and review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options.
  • AIM and Corporate Governance Compliance Committee will meet twice a year to consider the Company's compliance with the AIM Rules and any changes to the AIM Rules since the last meeting.

Corporate Governance Documents