Corporate Governance 

THE COMPANY CORPORATE GOVERNANCE

The Board guide and monitor the business and affairs of the Company on behalf of the Shareholders to whom it is accountable, and is responsible for corporate governance matters. While certain key matters are reserved for the Board, it has delegated responsibilities for the day-to-day operational, corporate, financial and administrative activities to the Chief Executive Officer and the Chief Financial Officer.

In assessing the composition of the Board, the Directors have had regard to the following principles:

  1. the Chairman should be an independent non-executive director;
  2. the role of the Chairman and the Chief Executive Officer should not be exercised by the same person;
  3. the Board should include at least two independent non-executive directors, increasing where additional expertise is considered desirable in certain areas, or to ensure a smooth transition between outgoing and incoming non-executive directors;
  4. the Board should comprise directors with an appropriate range of qualifications and expertise.

The Company believes it complies with each of these principles.

Directors appointed by the Board are subject to election by shareholders at the following Annual General Meeting of the Company and thereafter are subject to re-election in accordance with the Company’s Memorandum and Articles of Association.

The Company will, to the extent practicable for a company of its size and nature, follow the UK Corporate Governance Code, and has established a remuneration, disclosure and audit committee, each with their own terms of reference, and the members of which are independent non-executive directors. The Company also intends to comply with the Model Code published in Chapter 9 of the UKLA’s Listing Rules, has adopted a list of matters reserved for the Board, a disclosure policy, insider lists and an anti-bribery policy.

The Memorandum and Articles are appropriate for a Standard Listed company. The Company will not be subject to the City Code, but provisions similar to those under Rule 9 of the City Code have been inserted into the Articles, allowing the Company to disenfranchise any person who acquires an interest in shares in the Company of 30% or more and does not make a general offer to all shareholders on equivalent terms.

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GEMS is the world's leading entity management solution. GEMS creates a framework that will provides the Company with improved corporate transparency, aid with the enforcement of Corporate Governance procedures and improve business performance. The Company is the only public issuer on the Standard Listing of Main Market to implement GEMS.