The Directors recognise the importance of sound corporate governance, commensurate with the size and nature of the Company and the interests of its Shareholders. The Corporate Governance Code does not apply to companies quoted on AIM. However, the Directors intend to implement steps to comply with the Corporate Governance Code, so far as it is practicable having regard to the size, nature and current stage of development of the Company. Whilst there is no equivalent to the UK Corporate Governance Code in the BVI, the BVI Companies Act brings with it a more formalised approach to corporate governance.
The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision, including matters relating to management structure and appointments, strategic and policy considerations, transactions and finance. The Board is responsible for establishing and maintaining the Company’s system of internal financial controls and importance is placed on maintaining a robust control environment The Board has delegated specific responsibilities to the committees referred to below.
The Directors recognise, however, that the Company’s internal financial control system can only provide reasonable, not absolute, assurance against material misstatement or loss. The effectiveness of the system of internal financial control operated by the Group will therefore be subject to continuing review by the Board.
The Audit Committee
The Audit Committee comprises a minimum of two members at least one of whom will be a non-executive director. The Audit Committee is chaired by a non-executive director. A quorum shall be any two members of the Audit Committee. The Audit Committee will meet at least twice a year and at such other times as the chairman of the Audit Committee shall deem necessary. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and keeps under review the accounting and internal controls which the Company has in place. The Audit Committee comprises Henry Turcan and Guy Elliott and is chaired by Henry Turcan.
The Remuneration Committee
The Remuneration Committee comprises non-executive members only, the majority of whom will, at all times, be independent non-executive directors. A quorum shall be any two members. The Remuneration Committee will meet at least once a year and at such times as the chairman of the Remuneration Committee or the Board deem necessary. The Remuneration Committee determines and reviews the terms and conditions of service of the executive directors and the non-executive directors. The Remuneration Committee will also review the terms and conditions of any proposed share incentive plans, to be approved by the Board and the Company’s shareholders. The Remuneration Committee comprises Guy Elliott and Henry Turcan and is chaired by Guy Elliott.
Bribery Act 2010
The Bribery Act 2010 (“Bribery Act”), which came into force in the UK on 1 July 2011, prescribes criminal offences for individuals and businesses relating to the payment of bribes and, in certain cases, a failure to prevent the payment of bribes. The Company has therefore established procedures and adopted an anti-bribery and corruption policy designed to ensure that no member of the Group engages in conduct for which a prosecution under the Bribery Act may result.
Share Dealing Code
The Company has adopted a code for directors’ dealings, substantially similar to the Model Code contained in the rules of the Official List, appropriate for a company with shares admitted to trading on AIM and will take all reasonable steps to ensure compliance by the directors and all other relevant persons.
Application of the Takeover Code
As the Company’s registered office is not within the UK, the Company is not subject to the UK City Code on Takeovers and Mergers (“Takeover Code”). There is no Takeover Code or similar regulation of takeover offers applicable in the BVI.
Generally the merger or consolidation of a BVIBC requires Shareholder approval, (however a BVIBC parent company may merge with one or more BVI subsidiaries without Shareholder approval, provided that the surviving company is also a BVIBC). Shareholders dissenting from a merger are entitled to payment of the fair value of their shares unless the company is the surviving company and the Shareholder continues to hold a similar interest in the surviving company.
The BCA permits BVIBCs to merge with companies incorporated outside the BVI, provided the merger is lawful under the laws of the jurisdiction in which the non-BVI company is incorporated. Further, Shareholders holding 90 per cent. of the outstanding shares may direct the company to redeem the remaining 10 per cent. of shares. Under the BCA, following a statutory merger, one of the companies is subsumed into the other (the surviving company) or both are subsumed into a third company (a consolidation). In either case, with effect from the effective date of the merger, the surviving company assumes all of the assets and liabilities of the other entity(ies) by operation of law and the other entities cease to exist.
Although the Company is not subject to the Takeover Code, the Company’s New Articles contain provisions which seek to replicate certain protections provided by the Takeover Code, although the Takeover Panel will have no responsibility or involvement in their enforcement. Under the New Articles, if a Shareholder (or person acting in concert with such Shareholder) acquires an interest in shares (as defined in the Takeover Code) whether by a single transaction or a series of transactions over a period of time which, when taken together with any interest in Shares already held by him or any interest in Shares held or acquired by persons acting in concert with him, in aggregate carry 30 per cent. or more of the voting rights of the Company, save where the Board waives the obligation, that Shareholder is required to make a general offer in cash to all the remaining Shareholders to acquire their Shares. Similarly, when any Shareholder, together with persons acting in concert with him, is interested in Shares which in aggregate carry not less than 30 per cent. of the voting rights of the Company but does not hold Shares carrying more than 50 per cent. of such voting rights, save where the Board waives the obligation a general offer in cash will normally be required to be made by such Shareholder if any further interests in Shares are acquired by any such person.