The Directors recognise the importance of robust corporate governance and meet regularly to review corporate strategy, the risk profile of the Group and its operating businesses and to monitor the performance of the service providers appointed to the Company.
There is no applicable regime of corporate governance to which the Directors must adhere over and above the general fiduciary duties and duties of care, diligence and skill imposed on such directors under Guernsey law; however, the Directors recognise the importance of sound corporate governance and take appropriate measures to ensure that the Company complies with the UK Code on Corporate Governance to the extent appropriate and taking into account the size of the Company and the nature of its business.
The Company has adopted a share dealing code (as required by the AIM Rules) and the Company takes all proper and reasonable steps to ensure compliance by the Directors. Furthermore, the Company has adopted an anti-bribery policy and will adhere to the requirements of the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 and the UK Bribery Act 2010.
The audit committee is chaired by Philip Soulsby, the independent Director, with all the other Directors as members. The audit committee meets no less than twice a year and, if required, meetings can also be attended by the Auditors.
The audit committee is responsible for reviewing the half-year and annual financial statements before their submission to the Board. In addition, the audit committee is specifically charged under its terms of reference to advise the Board on the terms and scope of the appointment of the Auditors, including their remuneration, independence, objectivity and reviewing with the Auditors the results and effectiveness of the audit, and in ensuring that the Company’s annual report and financial statements are fair, balanced and understandable.
The Board has adopted and implemented a risk policy with regard to the Company’s business activities and formally considers this policy at least four times per year. The purpose of the risk committee is to seek to ensure that the Company takes a measured approach to its business activities, taking into account factors including, but not limited to, the risks associated with jurisdictions in which it operates or has interests (e.g. political and economic risks, currency risks and sector risks).
Nomination and remuneration committee
The nomination and remuneration committee is chaired by Philip Soulsby, the independent Director, with all other Directors as members. Its principal duties are to consider the framework and policy for the remuneration of the Directors, employees and consultants and to review the structure, size and composition of the Board on an annual basis. The nomination and remuneration committee meets at least once a year.