The Chief Executive Officer (“CEO”) is responsible for the day-to-day management of the Company, subject to the directions of the Board.
The CEO is supported by the non-executive directors, a contracted financial controller who is responsible for the financial control, management, accounting and reporting functions of the Company and an in-country manager to assist with operations.
As a Company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code, which forms a key part of the corporate governance regime for England and Wales, the Company’s country of incorporation and registration.
In the interests of observing best practice on corporate governance, however, the Company will observe the requirements of the QCA Code, insofar as is appropriate having regard to the size and nature of the Company and the composition of the Board. As at the date of this Document, the Company is, and at the date of Admission will be, in compliance with the QCA Code.
The Company has adopted a share dealing code that complies with the requirements of the Market Abuse Regulation. All persons discharging managerial responsibilities (comprising only the Directors as at the date of this Document) shall comply with the share dealing code with effect from Admission and the Board will be responsible for taking reasonable steps to ensure such compliance.
The Company has established an audit committee (the “Audit Committee”) and a remuneration committee (the “Remuneration Committee”) with formally delegated duties and responsibilities.
The Audit Committee will have primary responsibility for monitoring the quality of internal controls and ensuring 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 auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will be responsible for keeping under review the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditors. It will also have responsibility for public reporting and internal controls and arrangements whereby employees may raise matters of concern in confidence. From Admission, the Audit Committee will be chaired by Stuart Greene and its other member will be Nicholas Briers.
The Remuneration Committee will review the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Under its terms of reference, it will be required to meet at least once a year and will be responsible for ensuring that the executive Directors, officers and other key employees are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Group. From Admission, the Remuneration Committee will be chaired by Charles Bond and its other member will be Nicholas Briers.