The Company is led and controlled by the Board of Directors, chaired by Harry Hyman, with two Executive Directors
and three independent Non-Executive Directors. The Chairman is responsible for leadership of the Board and
ensuring its effectiveness in all aspects of its role. The Non-Executive Directors constructively challenge and help
develop proposals on strategy. The Board has adopted a formal schedule of matters specifically reserved to the
Board for its decision concerning key areas across the Group's activities, thereby ensuring that all major decisions
affecting the Group are taken at Board level. This list of matters reserved to the Board can be found here.
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 Directors therefore intend to comply with the principles of the
Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies ("QCA Code").
The UK Corporate Governance Code does not apply to companies quoted on AIM.
The audit committee comprises three independent Non-Executive Directors and meets at least twice each year. The
audit committee is chaired by Chris Spencer and the other members are Quentin Spicer and Harry Hyman.
The audit committee must consider, amongst other matters: (i) the integrity of the financial statements of the
Company, including its annual and interim accounts and the effectiveness of the Company's internal controls and risk
management systems; (ii) auditors'
reports; and (iii) the terms of appointment and remuneration of the auditor. The committee supervises and monitors,
and advises the Board on, risk management and control systems and the implementation of codes of conduct. In
addition, the audit committee supervises
the submission by the Company of financial information and a number of other audit-related issues.
A link to the audit committee terms of reference can be found here.
Remuneration and Nomination Committee
The remuneration and nomination committee comprises three Directors and meets at least once a year and at other
times as the chairman of the committee shall require. The remuneration and nomination committee is chaired by
Quentin Spicer and the other members are Harry Hyman, Zohar Levy and Chris Spencer. The remuneration and nomination
committee has as its remit, amongst other matters, the determination and review of the remuneration of the Executive
Directors and the terms of any performance, incentive or bonus plans of the Group, review of the structure, size and
composition (including the skills, knowledge, experience and diversity) of the Board (having regard to the provisions of
the QCA Code), recommendations to the Board with regard to any changes of the Directors and maintenance of an
appropriate succession plan for Directors. In addition, the remuneration and nomination committee prepares an
annual report on the remuneration and nomination policies of the Company. The remuneration of the Non-Executive
Directors is a matter for the Board. No Director or manager may be involved in any decisions as to his/her own
A link to the remuneration and nomination committee terms of reference can be found here.
Share Dealing Code
The Directors will comply, and procure compliance, with Rule 21 of the AIM Rules for Companies relating to dealings
by Directors and other applicable employees in the Company's securities and, to this end, the Company has adopted
an appropriate share dealing code.
Anti-Bribery and Anti-Corruption Policy
The Company has adopted an appropriate anti-bribery and anti-corruption policy to combat the risks
associated with bribery and corruption which may be applicable to the Group.