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Corporate Governance

Last updated : 29 June 2025

AIM-quoted companies are required to adopt a recognised corporate governance code with effect from their admission to trading on AIM: 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 – click here for details .

The Company’s proposed corporate governance practices are described below.

The Board

The Board is responsible for the overall management the Group. The Board will meet monthly and otherwise on an as-required basis, to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals.

The key procedures which the Board intends to establish with a view to providing effective internal financial control include the following:

  • the Company has instituted a monthly management reporting process to enable the Board to monitor the performance of the Company;
  • the Board has adopted and reviewed a comprehensive annual budget for the Company. Monthly results will be examined against the budget and deviations will be closely monitored by the Board; and
  • the Board is responsible for maintaining and identifying major business risks faced by the Company and for determining the appropriate courses of action to manage those risks.

The Company has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and with written terms of reference. At this stage of the Company’s development the Board does not consider it appropriate to establish a Nominations Committee and the Board will take decisions regarding the appointment of new directors as a whole, following a thorough assessment of a potential candidate’s skill and suitability for the role. The merits of constituting a separate nominations committee will be kept under review. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

The Company has adopted terms of reference for an AIM Rules and MAR compliance monitoring for which the Board as a whole will be responsible. Keith Sadler, a Non-Executive Director of the Company, will take responsibility for ensuring that the Group’s procedures, resources and controls are in place with a view to ensuring the Company’s compliance with the AIM Rules and MAR and that each meeting of the Board includes a discussion of AIM matters and assesses (with the assistance of the Company’s Nominated Adviser and other advisers as appropriate) whether the Directors are aware of their AIM responsibilities from time to time and, if not, ensure that they are appropriately updated on their AIM responsibilities and obligations.

Audit Committee

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than two times in each financial year and will have unrestricted access to the Group’s external auditors. The members of the Audit Committee shall include two Non-Executive Directors. The company is currently recruiting a new Non-Executive Director to sit with Steven Clarke on the Audit Committee. The Audit Committee meetings will be attended by Chris  Ellis as CFO.

Remuneration Committee

The Remuneration Committee will be responsible for determining and agreeing with the Board the framework or broad policy for the remuneration of the Company’s executive directors, the chairman of the Board (where executive) and such other members of the executive and senior management as it is designated to consider. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary, but at least twice each year. The members of the Remuneration Committee shall include two Non-Executive Directors. The company is currently recruiting a new Non-Executive Director to sit with Steven Clarke on the Audit Committee.