AIM-quoted companies are required to adopt a recognised corporate governance code with effect from their admission to trading on AIM and are required to state how they will comply with such code and to explain the reasons for any non-compliance. However, there is no prescribed corporate governance regime in the UK for AIM companies. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Group and the interests of its Shareholders. The QCA has published the QCA Code, a set of corporate governance guidelines, 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.
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The Board comprises six Directors, of whom three are Executive Directors and three are Non-Executive Directors. James Excell has been appointed as the Board representative of KCP pursuant to the Relationship Agreement. The Board considers two of the non-executive directors as independent for the purposes of the QCA Code, being Ken Ford and Helen Deeble CBE. It is the current intention of the Board to appoint a further independent non-executive director within 12 months of Admission.
The Board will meet regularly and will be responsible for the strategy, performance and the framework of internal controls. The Board has delegated specific responsibilities to the committees referred to below, all of which have written terms of reference and formally delegated duties.
Audit and Risk Committee
The Audit and Risk Committee will be responsible for monitoring the integrity of the Group’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Group’s internal control and risk management systems, monitoring the need for and if necessary the effectiveness of the internal audit function and overseeing the relationship with the external auditors including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings.
The Audit and Risk Committee will also advise the Board on the Group’s overall risk appetite and strategy including, inter alia, regularly reviewing and updating (if appropriate) the risk assessment processes in place, including in relation to remuneration and compliance functions, and assisting in overseeing implementation of the adopted strategy.
The Audit and Risk Committee will be chaired by Helen Deeble CBE. Its other members will be Ken Ford and James Excell. The Audit and Risk Committee will meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit and Risk Committee will also meet regularly with the Group’s external auditors.
The Remuneration Committee will be responsible for determining and agreeing with the Board the framework for the remuneration of the Executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of Non-Executive Directors will be a matter for the executive members of the Board and the chairman. No Director will be involved in any decision as to his or her own remuneration.
The Remuneration Committee will be chaired by Helen Deeble CBE. Its other member will be Ken Ford. The Remuneration Committee will meet at least twice a year and otherwise as required.
Given the current size and nature of the Group, the Board has not appointed a nomination committee.
Nominations will be managed by the Board as a whole.
The Disclosure Committee will provide support to the Board in relation to compliance with MAR, the Disclosure Guidance and Transparency Rules and AIM Rules and the identification, control and disclosure of “inside information”. The Disclosure Committee will be chaired by Ken Ford. Its other members will be Dean Murray, Suzanne Packer and Jonathan Lamb. The Disclosure Committee will meet at such times and in such manner as shall be necessary or appropriate.