Corporate Governance
Additionally, the Company has appointed a professional company secretary in Guernsey who assists
the chairman in preparing for and running effective board meetings, including the timely
dissemination of appropriate information. The company secretary provides advice and guidance to
the extent required by the board on the legal and regulatory environment.
Each director serves on the board until the annual general meeting following his or her election or
appointment, and the board meets regularly at least four times a year and also hold regular ad-hoc
meetings as and when necessary (as at 31 December 2017 the board and its committees held twenty
meetings). The attendance at meetings of the board and its committees in the 2017 financial year is
contained in the Company’s Annual Report and Accounts 2017 (page 25).
Committees
In compliance with UK best practice, the board has established corporate governance committees.
Audit and Risk Committee
The purpose of the Audit and Risk Committee is to monitor the integrity of the financial statements
of the Company.
Some of the Audit and Risk Committee's duties include:
- reviewing the Company's accounting policies and reports produced by internal and external audit functions;
- considering whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;
- reporting its views to the board of directors if it is not satisfied with any aspect of the proposed financial reporting by the Company;
- reviewing the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems;
- reviewing the adequacy and effectiveness of the Company's anti-money laundering systems and controls for the prevention of bribery and receive reports on non-compliance; and
- overseeing the appointment of and the relationship with the external auditor.
The Audit and Risk Committee has three members, each of whom is independent, non-executive
directors and at least one member has recent and relevant financial experience.
Share Dealing Code
The Company has adopted a share dealing code to ensure directors and certain employees do not
abuse, and do not place themselves under suspicion of abusing inside information of which they are
in possession and to comply with its obligations under the Market Abuse Regulation ("MAR") which
applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company's
share dealing code is compliant with the AIM Rules for Companies published by the London Stock
Exchange (as amended from time to time).
Under the share dealing code, the Company must:
- disclose all inside information to the public as soon as possible by way of market announcement unless certain circumstances exist in which the disclosure of the inside information may be delayed;
- keep a list of each person who is in possession of inside information relating to the Company;
- procure that all persons discharging managerial responsibilities and certain employees are given clearance by the Company before they are allowed to trade in Company securities; and
- procure that all persons discharging managerial responsibilities and persons closely associated to them notify both the Company and the Financial Conduct Authority of all trades in Company securities that they make.
Secretary
C.L. Secretaries Limited
—
1st and 2nd Floors
Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey
GY1 1EW
Administrator
Carey Commercial Limited
—
1st and 2nd Floors
Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey
GY1 1EW
Guernsey Advocates to
the Company
Carey Olsen
—
PO Box 98
Carey House
Les Banques
St. Peter Port
Guernsey
GY14BZ
Solicitors to the Nominated Adviser and Broker
Lawrence Graham LLP
—
4 More London Riverside
London
SE1 2AU
Auditors
Deloitte LLP
—
P.O. Box 137
Regency Court
Glategny Esplanade
St. Peter Port
Guernsey GY1 3HW
Registrar
Link Asset Services
—
Mont Crevelt House
Bulwer Avenue
St Sampson
Guernsey
GY2 4LH
Solicitors to the Company as to English Law
Norton Rose Fulbright LLP
—
3 More London Riverside
London
SE1 2AQ
Share capital information
As at 3
rd March 2020, the Company had a total of 445,235,204 issued Ordinary Shares of no par value.
Significant shareholders (as at 3rd March 2020):
| No. |
Name of significant shareholder |
Number of Ordinary Shares held |
% of total issued share capital |
| 1 |
Unifinter Administratiekantoor B.V.* |
437,482,427 |
98.26% |
* Unifinter Administratiekantoor B.V. is 100% owned by Summit Real Estate Holdings Ltd, which is listed on the Tel Aviv Stock Exchange
There are no other nominee accounts which represent more than 10% of the company’s issued share capital.
Other Exchanges or Trading Platforms
The Company's shares are traded on AIM, a market operated by The London Stock Exchange plc, under the ticker SMTP.
The Company's shares are not currently traded on any other exchange or trading platform.
