The Directors have established financial controls and reporting procedures which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of any acquisition or significant growth of the Company’s operations and business and adjusted accordingly.
The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the Corporate Governance Code for Small and Mid-sized Quoted Companies 2013 published by the Quoted Companies Alliance (“QCA Code”). However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain other provisions of the QCA Code may be delayed until such time as the Directors and their advisers are able to fully adopt them.
Whilst there is no equivalent to the UK Corporate Governance Code in the BVI, the BVI Companies Act has specific statutory provisions which deal with directors’ duties and liabilities and shareholders’ rights which apply to all BVI companies. The Directors are not aware of any breach by the Company of the applicable BVI requirements.
The Company will hold timely board meetings as issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Directors’ responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company’s approach to risk management and has formally adopted an Anti-Corruption and Bribery Policy. Whilst there is no requirement under the BVI Companies Act for periodic re-election of directors, the Company has adopted this requirement under its Articles.
The Directors have established a remuneration committee, an audit committee and an AIM Rules compliance committee with formally delegated duties and responsibilities. Due to the size of the Company, questions of risk management will be assessed by the entire Board.
The audit committee, which currently comprises Pierre Fourie and Adimas Prawiro, has the primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls. The committee is also responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring the financial performance of the Company is properly monitored and reported. The audit committee will meet not less than four times a year.
The remuneration committee, which currently comprises David McDonald and Pierre Fourie, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.
AIM Rules Compliance Committee
The AIM Rules Compliance Committee established by the Company, which currently comprises David McDonald and Pierre Fourie, must comprise at least two directors and is responsible for ensuring that the nominated adviser and the Company maintain regular contact. The AIM Rules Compliance Committee has been given full power and authority to perform, execute, deliver and/or issue all things which the AIM Rules Compliance Committee considers necessary or expedient in connection with Admission and the Ordinary Shares trading on AIM, or any matter incidental thereto.