Whilst the Group is not required to comply with the UK
Corporate Governance Code, the Group’s corporate governance procedures
take due regard of the principles of Good Governance set out in the UK
Corporate Governance where the directors consider these are relevant and
appropriate facilitating good governance principles in the group and
appropriate to the size and the stage of development of the Group.
However, it should not be considered that the Group has voluntarily
complied with the Code.
The Board of Directors
The Board of Directors currently comprises two Executive Directors and one Non-Executive Director. There is currently a vacancy at the Non-Executive Director level. The Board maintains regular contact with its advisers and public relations consultants in order to ensure that the Board develops an understanding of the views of shareholders.
The Board meets regularly throughout the year. The Board is responsible for formulating, reviewing and approving the Group's strategy, financial activities and operating performance. Day to day management is devolved to the Executive Directors who are charged with consulting the Board on all significant financial and operational matters. All Directors have access to the advice of the parent Company’s solicitors. Necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively, and all Directors have access to independent professional advice, at the Group’s expense, as and when required.
Since the Board is comprised of two Executive Directors and only one Non-Executive Director the Company cannot maintain an Audit Committee which is in accordance with the UK Code of Corporate Governance. This situation will be rectified; in the interim there are no Committees other than the Board and therefore all decisions are made by the full Board. An Audit Committee will be established once the Board is expanded.
The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability of financial information for both internal use and external publication. Whilst the Directors are aware that no system can provide absolute assurance against material misstatement or loss, regular reviews of internal controls are undertaken to ensure that they are adequate and effective.
The Board considers risk assessment important in achieving its strategic objectives. There is a process of evaluation of performance targets through regular reviews by senior management who compare actual progress to forecasts. Project milestones and timelines are regularly reviewed.
Risks and uncertainties
Risk assessment and evaluation is an essential part of the Group’s planning and an important aspect of the Group’s internal control system. The principal risks facing the Group are set out in the Group Strategic Report.
Risk management and treasury policy
The Board considers risk assessment to be important in achieving its strategic objectives, with the Board regularly reviewing its projects and activities in this regard. The Group finances its operations through equity and holds its cash as a liquid resource to fund the obligations of the Group. Decisions regarding the management of these assets are approved by the Board.
The Board has adopted a Share Dealing Code that applies to Directors, senior management and any employee who is in possession of “inside information”. All such persons are prohibited from trading in the Company’s securities if they are in possession of “inside information”. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the relevant individual has received the appropriate prescribed clearance.
Relations with shareholders
The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are disseminated through stock exchange announcements and regular updates of the Company’s website. The Board views the AGM as a forum for communication between the Company and its shareholders and encourages their participation in its agenda.