The Directors support the highest standards of corporate governance and intend to observe the requirements of The UK Corporate Governance Code to the extent they consider appropriate in light of the Company's size, stage of development and resources.
Read the Articles of Association
Whilst there is no equivalent to The UK Corporate Governance Code in the BVI, The BVI Companies Act, 2004 brings with it a more formalised approach to corporate governance, particularly in the areas of the laws and rules as to Directors' duties and liabilities and shareholders’ rights, which apply to all BVI companies.
The Company will hold timely board meetings as issues arise that require the attention of the Board. The Directors will be responsible for formulating, reviewing and approving the Company's strategy, budget, and major items of capital expenditure and senior personnel appointments.
The Company has established a Remuneration Committee, Audit Committee and also a Nomination Committee with formally delegated duties and responsibilities.
The Audit Committee comprises of H Kloepper and J Vieira. The Audit Committee is responsible for ensuring that the financial performance, position and prospects of the Company are properly monitored and reported on, and for meeting the auditors and reviewing their reports relating to accounts and internal controls.
The Remuneration Committee, which comprises of H Kloepper and J Vieira, will review the performance of Executive Directors and set their remuneration, determine the payment of bonuses to Executive Directors and consider the future allocation of share options to directors and employees, so as to demonstrate to the Company’s shareholders that the remuneration of the Executive Directors and employees of the Company is set by a board committee whose members have no personal interest in the outcome of the committee’s decision and who will have appropriate regard to the interests of the shareholders.
The Nominations Committee comprises of H Kloepper and J Vieira. The Nominations Committee will be responsible for the structure, size, composition and remuneration (including the skills, knowledge and experience) of the Board.
The Company has adopted a share dealing code governing the share dealings of the Directors and applicable employees during close periods and is in accordance with Rule 21 of the AIM Rules.
In addition the Company intends that, and will ensure that, the following information is disclosed in accordance with Rule 26 of the AIM Rules and updated accordingly:
- Description of the business;
- The names of the directors and biographical details;
- Board Committees;
- Country of incorporation and main country of operation. (The Company is incorporated in British Virgin Islands (BVI) with registration number 1405944.);
- Current constitutional documents;
- Company announcements;
- Admission document and circulars
- Details of any other exchanges or trading platforms, if and when they occur in the future. (The Company is not listed on any other exchanges or trading platforms);
- Financial information;
- Number of securities in issue; and
- Details of any restrictions on the transfer of securities, if they occur in future. (There are no restrictions on the transfer of securities, currently).