Corporate Governance

Since listing on AIM in late 2004, the Group has developed and grown in line with its strategic aims, significantly increasing its geographical and sector spread. The Board recognises that with this growth comes the need to provide a sound framework of corporate governance. The Board is therefore committed to the continued review, implementation and development of corporate governance practices, which will help support the Group businesses as the Board continues to deliver its strategic objectives for the benefit of shareholders over the longer term.

Corporate governance codes

The Board seeks to follow best practice in corporate governance appropriate with the size of the Company, the regulatory framework that applies to AIM companies and to best align the level of corporate governance with the expectations of the Company's shareholders, clients, employees and other stakeholders. The Board recognises the importance of adopting good corporate governance practices in the best interests of all shareholders.

The Board continues to review updates to the principles and provisions of the UK Corporate Governance Code (the "Code") and considers and implements (where necessary) any changes to Corporate Governance practices as a result of new provisions as and when they arise. Although the Company is not required to report on compliance with the Code, since its shares are traded on the AIM market, the Company applies the principles of the Code as outlined in the overview provided below.

Code ProvisionAppliedCode ProvisionApplied
The role of the BoardYesFinancial and business reportingYes
Division of responsibilitiesYesRisk management and internal control Yes
The ChairmanPartial (1)Audit Committee and auditor Yes
Non-Executive DirectorsPartial (2)
Effectiveness Remuneration
The composition of the BoardYesThe level and components of remunerationYes
Appointments to the BoardPartial (3)ProcedureYes
DevelopmentPartial (4) Relations with shareholders
Information and support YesDialogue with shareholdersYes
EvaluationPartial (5)Constructive use of the AGMYes
Re-electionPartial (6)

(1) The Chairman: It is recognised that the Chairman has not been considered as independent from appointment due to his significant shareholding in the Company.

(2) Non-Executive Directors: Currently the Non-Executive Directors do not appraise the Chairman's performance.

(3) Appointments to the Board: Currently the Nomination Committee does not have a separate policy or objectives on diversity, including gender, however in making recommendations to the Board the Committee will give due regard to the benefits of diversity in the board room, including gender.

(4) Development: It has not been deemed necessary to formalise a training and development programme for each director.

(5) Evaluation: The Board have not deemed it necessary to conduct a formal review of its performance.

(6) Re-election: Formal performance evaluation is conducted for the executive directors. Performance evaluation of the Committees on which the Non-Executive directors sit is deemed appropriate for the evaluation of their performance.

Further details of how the main principles of the Code have been applied can be found on the following pages and are set out in the Annual Report as part of the Corporate governance statement, Directors' remuneration report and Audit Committee report.

City code on takeover and mergers

The Company is subject to the UK City Code on Takeover and Mergers.

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