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The Board places great emphasis on sound corporate governance. As a Guernsey incorporated company, the Company is not subject to a compulsory code of corporate governance in Guernsey. Nonetheless, the Board recognises that it is in the best interests of the Company to comply with those principles of corporate governance contained in the Combined Code which are appropriate for a company of its size and to support high standards of corporate governance.
The Combined Code recommends that the board of directors of a UK public company should include a balance of executive and non-executive directors (and in particular non-executive directors), such that no individual or small group of individuals can dominate the boardīs decision-making. The Combined Code further recommends that at least half of the board, excluding the Chairman, should comprise non-executive directors determined by the board to be independent, and that one non-executive director should be nominated as the senior independent director.
The Company has five Directors, three of whom (including the Chairman) are considered by the Board to be independent. As a result, the Directors consider that there is a satisfactory balance of decision-making power on the Board in line with the Combined Code. The Company has not nominated a senior independent director.
The Company has put in place procedures to comply with the internal control aspects of the Combined Code. The Directors believe that the Company will be in compliance with these requirements of the Combined Code to the extent these will be applicable upon Admission.
In addition, the Company has adopted, with effect from Admission, a share dealing code for the members of the Board and certain employees which is appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealings during close periods in accordance with Rule 21 of the AIM Rules) and the Company will take all reasonable steps to ensure compliance with such code by members of the Board and any relevant employees.
The Board has established an audit committee and a remuneration committee. |
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