Corporate Governance

Corporate Governance

Updated: 02 February 2017


We are committed to good corporate governance and recognise its importance in the long-term sustainable development of our Company.

Although the Corporate Governance Code does not apply to companies quoted on AIM, we have built our governance system to enable a productive and transparent relationship between the Company and its stakeholders.

The QCA has published the QCA Code, a set of corporate governance guidelines for AIM companies, which include a code of best practice, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters. The Board has adopted the QCA Code with effect from Admission, so far as it is practicable having regard to the size and current stage of development of the Group.

Set out below is a description of the Company’s corporate governance practices.


General Shareholders’ Meetings

Shareholders play a key role in corporate governance, with our General Meeting for shareholders offering a regular opportunity to exercise their decision-making power in the company. The general meeting is convened by the Board of Directors at least once a year.


The Board

As of February 2017, the Board of Directors consists of:

  • Phil Copolo, Founder and Deputy Chairman

  • David Ellingham FCCA, Finance Director

  • Leigh Copolo, Chief Operating Officer

  • Sangita Shah, Non-Executive Chairman

  • David Johnson, Non-Executive Director

The Board meet regularly and are responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls.

The Board is responsible for establishing and maintaining the Group’s system of internal financial controls and importance is placed on maintaining a robust control environment. To provide effective internal financial control the Board has established appropriate procedures which include the following:

  • a monthly management reporting process to enable the Board to monitor the performance of the Group;

  • the Board adopts and reviews a comprehensive annual budget for the Group. Monthly results are examined against the budget and deviations are closely monitored by the Board;

  • the Board is responsible for maintaining and identifying major business risks faced by the Group and for determining the appropriate courses of action to manage those risks; and

  • the Board is responsible for maintaining and identifying major business risks faced by the Group and for

  • full consolidated management information is prepared on a regular basis, at least twice a year.

The Board recognises, however, that such a system of internal financial control can only provide reasonable, not absolute, assurance against material misstatement or loss. The effectiveness of the system of internal financial control operated by the Group is therefore subject to regular review by the Board in light of the future growth and development of the Company and adjusted accordingly.


Audit Committee

Chairman: Sangita Shah

Members:non-executive director Sangita Shah and executive Director David Ellingham.

Responsibilities:

  • Consider the appointment, re-appointment and terms of engagement of Company auditors;

  • Review the relationship with Company auditors,

  • Review the integrity of the Company’s financial statements, consistency of the Company’s accounting policies, and effectiveness and adequacy of the Company’s internal financial controls.

  • Respond to the Company’s management and auditors’ requests to review any of the reporting, policy or financial control areas listed above.

  • Hold committee meetings at least three times a year (external auditors may be required to attend).


Remuneration Committee

Chairman: Sangita Shah

Members: non-executive Director Sangita Shah, non-executive Director David Johnson, executive Director Philip Copolo

Responsibilities:

  • Review and Determine, within agreed terms of reference, the Group’s policy on the remuneration of senior executives, directors and other key employees

  • Review and determine specific remuneration packages for executive directors, including pension rights and compensation payments

  • Make recommendations for grants of options under the Share Option Plan

  • Hold committee’s meetings at least twice a year.

The remuneration of non-executive Directors is a matter for the Board and no Director may be involved in any discussions as to his or her own remuneration.