There is no required corporate governance regime in the UK for AIM companies. Although the UK
Corporate Governance Code does not apply to companies whose shares are admitted to trading on AIM, 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 Corporate Governance Code, a set of corporate governance guidelines for AIM companies, 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 Corporate Governance Code with effect from Admission, so far as it is practicable having regard to the size and nature of the Group. In this regard, the Company has appointed three independent non-executive Directors to bring an independent view to the Board, and to provide a balance to the executive directors.
The Company has established an Audit Committee, which will comprise Alan Ferguson, Sarah Dickins, Francesca Ecsery and Christopher Sawyer. It will meet at least twice each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The Audit Committee is responsible for determining the application of the financial reporting and internal control principles, including reviewing regularly the effectiveness of the Company’s financial reporting, internal control and risk-management procedures and the scope, quality and results of the external audit.
MCHL is entitled to appoint one of its nominated directors to the Audit Committee, although the majority of the committee must be independent of MCHL (Marshall of Cambridge Holdings Limited). No director nominated by MCHL may chair the Audit Committee or be counted in the quorum.
The Company has established a Remuneration Committee which will comprise Alan Ferguson, Sarah
Dickins, Francesca Ecsery and Christopher Sawyer, who will review the performance of the executive
Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regards to the interests of Shareholders. In determining the remuneration of executive Directors, the Remuneration Committee seeks to enable the Company to attract and retain executives of the highest calibre. The Remuneration Committee also makes recommendations to the Board concerning the allocation of awards to executives under the PSP referred to in paragraph 8 of Part V of the Admissions Document and for the administration of this plan. No Director is permitted to participate in discussions or decisions concerning their own remuneration.
MCHL is entitled to appoint one of its nominated directors to the Remuneration Committee, although the majority of the committee must be independent of MCHL. No director nominated by MCHL may chair the Remuneration Committee or be counted in the quorum.
The Company has established a Nomination Committee which will comprise Peter Johnson, Alan Ferguson, Sarah Dickins , Francesca Ecsery and Christopher Sawyer and will be responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise.
MCHL is entitled to appoint one of its nominated directors to the Nomination Committee, although the majority of the committee must be independent of MCHL. No director nominated by MCHL may chair the Nomination Committee or be counted in the quorum.