Although there are no specific governance rules in Guernsey, the Board recognizes the value of good governance and endeavors, following Admission, to comply with the provisions of the UK Corporate Governance Code so far as is practicable for a company of its size, stage of development and nature as a company whose securities are traded on AIM. In any event the Board intends to comply with the provisions of the QCA Guidelines.
The Board has established the following committees:
An audit committee has been established by the Company to operate from Admission and will comprise Mr. John Fitzgerald, Mr. Andrew Henderson & Mr. Howard Flight. The audit committee will be chaired by Mr. Howard Flight and will meet at least twice each year. The audit committee's responsibilities will include ensuring the appropriate financial reporting procedures are properly maintained and reported on, and for meeting with the Company's auditors and reviewing their reports and accounts and the Company's internal controls.
The Company has established a remuneration committee, comprising Mr. John Fitzgerald, Mr. Andrew Henderson and Mr. Howard Flight. The remuneration committee will be chaired by Mr. John Fitzgerald. The remuneration committee's responsibilities will include reviewing the bonuses, determining at what point the Company should adopt any form of share option plan and the application of the performance standards which may apply to any grant.
The Company has adopted a Share Dealing Code for the Board and employees with the terms of the policy. Both Mr. Howard Flight and Mr. John Fitzgerald, non-executive Directors of the company to be independent.