For many years, the Directors have recognised the importance of sound corporate governance and the guidelines set out in the revised 2018 UK Corporate Governance Code (the “Code”).
In the past, the Company has applied the Code so far as was considered appropriate, having regard to the size and nature of the Company and its business and role. For many years the Directors have recognised the importance of sound corporate governance and the guidelines set out in the UK Corporate Governance Code.
General objectives
In light of the updated AIM Rules for Companies and the introduction of the Code, the Company has taken steps to further formalise its compliance with the Code. As part of this process, the Company continues to adhere to the following objectives:
- it is led by an effective and entrepreneurial Board, which is collectively responsible for the long-term success of the Company;
- the role of the Board is to promote the long-term sustainable success of the Company;
- the Board has the appropriate balance of skills, experience, independence, and knowledge of the Company to enable it to discharge its duties and responsibilities effectively;
- the Board establishes a formal and transparent arrangement for considering how it applies the corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with the Company’s auditors; and
- there is a dialogue with shareholders based on the mutual understanding of objectives.
The Board of Directors
As at 30 June 2025, the Board was led by a Non-Executive Chairman, Clifford Elphick. The Board consisted of five Directors, four of whom were Non-Executive Directors and one Executive Director.
The Board of Directors is comprised of:
- a Non-Executive Chairman, who is responsible for leadership of the Board and ensuring its overall effectiveness in directing the Company. (Code Principle F) The Chairman has primary responsibility for the delivery of the Company’s corporate governance model. The Chairman has a clear separation from the day-to-day business of the Company which allows him to make independent decisions;
- Three Non-Executive Directors, two of which are deemed to be independent; and
- One Executive Director, who is the CEO of the Company.
The Board has a breadth of experience relevant to the Company, and the Directors believe that any changes to the Board’s composition can be managed without undue disruption. The Board acknowledges that the mix of skills, experience, ages and length of service are appropriate to the requirements of the Company. (Code Principle K)
The Board consider that, of the current Non-Executive Directors, each of Mr Clinton Dines and Mr Johnny Velloza can be viewed as an Independent Non-Executive Director (notwithstanding the criteria set out in Code Provisions 10 and 11). The Directors believe that independence is not a state of mind that can be measured objectively; given the character, judgement and decision making process of Mr Clinton Dines and Mr Johnny Velloza respectively, each can be considered independent, notwithstanding share options awarded to Mr Dines in 2014 under the Company’s long-term share incentive scheme and the cross holdings of directorships of Mr Velloza.
The Company reviews the independence of the Directors annually (last review conducted 12 June 2025) and all new appointments will be made after consideration of the independence of the Company’s Directors. Induction processes are followed upon the appointment of a new Director.
The Chairman conducts a performance evaluation of the Non-Executive Directors on an informal basis, which is considered appropriate to the small size of the Company and the limited range of its activities. The Non-Executive Directors should be responsible for performance evaluation of the chairman.
Copies of the service contracts of Directors (all of which are terminable by less than one year’s notice) are available for inspection by shareholders during normal business hours, at the Company’s registered office.
Share Dealing Code
The Company has adopted a share dealing code to ensure Directors and certain other persons 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) and MAR.
Under the share dealing code, there are provisions regulating the following:
- all persons discharging managerial responsibilities and certain other persons must obtain clearance by the Company before they are allowed to trade in Company securities; and
- all persons discharging managerial responsibilities and persons closely associated to them must notify both the Company and the Financial Conduct Authority of all trades in Company securities that they make promptly.
Relationships with shareholders and stakeholders
The Code encourages dialogue with institutional and other shareholders based on the mutual understanding of objectives. The Directors are always available to enter into dialogue with shareholders.
The Company has appointed an “Investor relations” manager who has had long term experience of involvement with the Company’s affairs and its relationship with shareholders. All ordinary shareholders have the opportunity to attend and vote at the AGM during which the members of the Board, the Nominated Advisor and Brokers are available to discuss issues affecting the Company. The Board stays abreast of shareholders’ views via regular updates from its “investor relations” manager, the Nominated Advisor and its Brokers as to meetings that may have been held with shareholders.
The Board also has regard to the views of other key stakeholders. In particular and in view of the small size of the Company, there is maintained an informal dialogue between the Board and management.
Departure from the Code and reasons
- For the reasons stated above, the Company departs from the Code provision which deals with the division of powers between the Non-Executive Chairman and a CEO.
- In view of the small size of the Company and the limited number of directors, the establishment of a nomination committee and the formal appointment of a senior independent director are regarded as unnecessary. Where new directors are appointed, the Chairman conducts an informal consultation process with the other directors and a formal annual evaluation was not conducted during 2024. Consequently, Code Principles J and L and Code Provisions 12, 17, 21 and 23 are departed from. Following a number of board changes in 2025, the Company intends to reinstate annual evaluations during 2025.
- As mentioned and for the reasons stated above, no internal audit function has been set up, thereby departing from Code Provisions 25
- In view of the small size of the Company and the limited number of directors, there is no fixed requirement for the Chairman to stand down after a period of years or for all directors to seek annual re-election, thereby departing from Code Provisions 18 and 19.
- As explained above, the Board has decided not to appoint an audit committee or a remuneration committee, thereby departing from the following Code Provisions: 24 to 26 inclusive, 32 and 33.
In view of the small size of the Company, a streamlined approach for the Board’s role in relation to the remuneration of Directors and staff and the establishment and implementation of share incentive schemes has been adopted. Consequently, there is a degree of departure from Code Provisions,