Investor Relations

Corporate Governance

The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Company. These controls will be reviewed in the light of an acquisition and adjusted accordingly.

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.

In particular, despite not being a requirement for a company incorporated in the BVI, it is the policy of the Company to lay the annual audited accounts before all Shareholders at an annual general meeting no later than six months after the close of the previous financial year. However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain other provisions of the QCA Code may be delayed until such time as the Directors and their advisors are able to fully adopt them. The Directors intend to establish remuneration and audit committees.

Audit committee

The audit committee, which will comprise Ross Warner and Charles Wood, will have the primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls. The committee will also be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring the financial performance of the Company is properly monitored and reported.

Remuneration committee

The remuneration committee, which will comprise Ross Warner and Charles Wood, 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.

Share dealing code

The Company has adopted a share dealing code of directors’ dealings appropriate for a company whose shares are admitted to trading on AIM and will take all reasonable steps to ensure compliance by the Directors and any relevant individuals. The share dealing code will prevent the Directors and applicable employees from dealing in Shares during close periods in accordance with Rule 21 of the AIM Rules.