Corporate Governance

Corporate Governance (updated 25 June 2021)

The Quoted Companies Alliance Code (‘QCA Code’; dated April 2018) takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies. The QCA Code is constructed around ten broad principles and a set of disclosures.

The Company’s directors recognise the importance of sound corporate governance, and with effect from 28 September 2018 the Company has adopted the QCA Code and has applied the ten principles of the QCA Code. The Company’s compliance with the QCA Code is described in its Corporate Governance Report within the Annual Report 2020 (dated 14 May 2021) (click here) – this sets out the manner of compliance with the QCA Code or states that the manner of compliance is described in the information provided on the Company’s website. Subsequent to 14 May 2021 David Pelham, Non-Executive Director, has been deemed independent for the purpose of corporate governance by virtue of the Company considering him to be of independent character and judgement. In accordance with a Relationship Agreement dated 03 October 2017 (the ‘Relationship Agreement’) Mr Pelham was appointed to the Company’s Board as one of two nominees of Hummingbird Resources plc (‘Hummingbird’; AIM:HUM). Until 26 June 2018 Mr Pelham was a director of Hummingbird. With effect from 06 December 2018 when Hummingbird’s shareholding in the Company became less than 30% then, in accordance with the Relationship Agreement, Hummingbird no longer had the right to appoint two directors to the Board. With effect from 15 June 2021 Hummingbird was no longer a shareholder of the Company.

As a Board the directors have collective responsibility and legal obligation to promote the interests of the Company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Board. The Group holds Board meetings at least four times each complete financial year and at other times as and when required.

AIM compliance and corporate governance committee

The role of the AIM compliance and corporate governance committee is to ensure that the Company has in place sufficient procedures, resources and controls to enable it to comply with the AIM Rules for Companies and ensure appropriate wider corporate governance. The AIM compliance and corporate governance committee is responsible for making recommendations to the Board and proactively liaising with the Company’s Nominated Adviser on compliance with the AIM Rules for Companies and broader corporate governance issues. The AIM compliance and corporate governance committee also monitors the Company’s procedures to approve any share dealings by directors or employees in accordance with the Company’s share dealing code. The AIM compliance and corporate governance committee meets at least twice a year. The members of the AIM compliance and corporate governance committee are Andrew Chubb (chair of the committee), Ed Bowie and David Pelham.

Audit committee

The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts, and the accounting and internal controls in use throughout the Group. The audit committee meets at least twice a year. The members of the audit committee are Andrew Chubb (chair of the committee), Ed Bowie and David Pelham.

Remuneration and nominations committee

The remuneration and nominations committee is responsible for providing recommendations to the Board on matters including the composition of the Board and competencies of directors, the appointment of directors, the performance of the executive directors and senior management, and making recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of shares awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time-to-time. The remuneration and nominations committee meets at least twice a year. The members of the remuneration and nominations committee are Ed Bowie (chair of the committee), Andrew Chubb and Paul Quirk.