Corporate Governance

AIM-quoted companies are required to adopt a recognised corporate governance code with effect from their admission to trading on AIM: however there is no prescribed corporate governance regime in the UK for AIM companies. 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 Code, a set of corporate governance guidelines, 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 Code with effect from Admission – click here for details.

Board Members’ Responsibilities

The Directors recognise the importance of sound corporate governance and the Directors intend to observe the recommendations of the QCA Corporate Governance Code. From Admission, the Company’s website at will set out full details of the Company’s corporate governance policies and adherence to the QCA Corporate Governance Code, including where it departs from its recommendations.

The Board will meet at least four times a year to, amongst other things, review and assess the Company’s investing policy and strategy, the risk profile of the Company, the Company’s investment performance, and the performance of the Company’s service providers. 

On Admission, the Board will comprise four directors, of which one will be executive and three will be nonexecutive. All of the Non-Executive directors are deemed to be independent. The Board notes that, on Admission, the Chairman will be the only executive officer on the Board, which is in breach of the guidance regarding the role in the QCA Code. As set out above, this will be a temporary position as the Board has contractually agreed the appointment of Robert Naylor as Chief Executive Officer, which will take effect on 19 February 2020, and accordingly from such time the Chairman will no longer be the sole executive officer and the Board will comprise two executive directors and three independent non-executive directors, with one of the non-executive directors serving as the Senior Independent Director. 

In addition to the investment team, the Board has established an Audit and Risk Committee, a Remuneration Committee and a Nominations Committee, with formally delegated duties and responsibilities as described below.

Audit and Risk Committee

The Audit and Risk Committee will be responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The Audit and Risk Committee will be responsible for compliance with  the AIM Rules, including the AIM Note for Investing Companies, Disclosure Guidance and the Transparency Rules of the Financial Conduct Authority, and other legal requirements. The Audit and Risk Committee will monitor the need for an internal audit function following Admission. The Audit and Risk Committee will initially comprise Malcolm Gillies, who will act as chair, and Colin Willis and Cormac Kilty. The Audit and Risk Committee will meet at least two times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit and Risk Committee will also meet with the Company’s external auditors. 

Remuneration Committee

The Remuneration Committee will be responsible for determining and agreeing with the Board the framework for the remuneration of the investment team, including, where appropriate the allocation of any Performance Fee payable. The remuneration of non-executive directors will be a matter for the Chairman and the CEO. No Director will be involved in any decision as to his or her own remuneration. The Remuneration Committee comprises Colin Willis, who will act as chair, Malcolm Gillies, Cormac Kilty and Julian Baines. The Remuneration Committee will meet at least twice a year and otherwise as required.

Nominations Committee

The Nominations Committee will be responsible for identifying and nominating members of the Board, and in the case of the Board recommending directors to be appointed to each committee of the Board and the chair of each such committee. The Nominations Committee will also arrange for evaluation of the Board. The Nominations Committee comprises Julian Baines, who will act as chair, Malcolm Gillies, Cormac Kilty and Colin Willis. The Nominations Committee will meet at least once per year and otherwise as required.

Matters reserved for the Board

The Company has adopted a policy regarding matters reserved for the full Board. Such matters include but are not limited to: 

• Board appointments or removals, following recommendations from the Nominations Committee; 

• The approval of any material changes to the Company’s investing policy (subject to shareholder approval); 

• Approval of any change to dividend policy; 

• Approval of all investments made by the Company;

• The appointment of directors to specified offices of the Board (including the Chair and Senior Independent Director); 

• Contracts not in the ordinary course of business; 

• Approval of any changes to the Company’s Performance Fee arrangement; 

• Approval of yearly proposals regarding the funding of the Company (and any material amendments to such proposals); and 

• Approval of any matter relating to litigation considered by the Board to be material to the Company.