Corporate Governance

There is no applicable regime of corporate governance to which directors of a Cayman Islands company must adhere over and above the general fiduciary duties and duties of care, diligence and skill imposed on such directors under Cayman Islands law. However, the Directors recognize the importance of sound corporate governance and will take appropriate measures given the Company's size, assets, liabilities and other relevant information.

The Company has adopted a model code for share dealings in Ordinary Shares which is appropriate for an AIM company, including compliance with Rule 21 of the AIM Rules for Companies relating to Directors' and employees' dealings in Ordinary Shares.

The Company has established an audit committee, which will initially comprise Mark Hemmann and Jay Newman with Mark Hemmann as chairman. The audit committee's main functions include, amongst other things, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company's auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.

The Company has established a nominations committee chaired by Jay Newman with Stephen John Roberts as an additional member. It will lead the process for indentifying and making recommendations to the board on candidates for appointment to the Company.

The Company has established a remuneration committee which will, when applicable, determine the terms and conditions of service of executive directors. The remuneration committee will initially comprise Stephen John Roberts and Mark Hemmann with Stephen John Roberts as chairman. It will review the payment of the executive Directors and set their remuneration and the payment of bonuses.

Even though the Ordinary Shares will be admitted to trading on AIM, the Takeover Code will not apply to the Company given that the Company's registered office is in the Cayman Islands. As a result, neither a takeover of the Company nor certain stakebuilding activities would be governed by the Takeover Code. However, the Directors have incorporated various Takeover Code provisions into the Articles which seek to replicate certain equivalent provisions of Rule 9 the Takeover Code.

If a Shareholder (or person acting in concert with such Shareholder) acquires an interest in shares (as defined in the Takeover Code) whether by a single transaction or a series of transactions over a period of time which, when taken together with any interest in shares in the capital of the Company already held by him or any interest in shares in the capital of the Company held or acquired by persons acting in concert with him, in aggregate carries 30 per cent. or more of the voting rights of the Company, that Shareholder is normally required to make a general offer to all the remaining Shareholders to acquire their shares in the capital of the Company.

Similarly, when any Shareholder, together with persons acting in concert with him, is interested in shares in the capital of the Company, which, in aggregate, carry not less than 30 per cent. of the voting rights of the Company but does not hold shares in the capital of the Company carrying more than 50 per cent. of such voting rights, a general offer will normally be required to be made by such shareholder if any further interests in shares are acquired by any such person. Such an offer must be in cash or be accompanied by a cash alternative and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the Company during the 12 months prior to the date when such offer should have been announced.


Page last up-dated: 28 June 2017

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27 June 2017

Annual Financial Report