RE: Last top up4 Dec 2025 14:14
@warrie
Agreed and there are quite a few red flags about the business.
I know I rant on about their “show of hands” approach to the AGM resolutions, but their lack of compliance is there for everyone to see on their website.
CORPORATE GOVERNANCE
As a company with a Listing in the Transition Category, the Company is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council (FRC Corporate Governance Code). The Company notes that it will not undertake the following steps required by the FRC Corporate Governance Code in that:
Given the size of the Board and the Company’s current status, certain provisions of the FRC Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;
The Board has established an audit committee and a remuneration committee comprising at least three non-executive directors. The terms of reference of these committees are as follows:
The Company’s audit committee is comprised of Derek Lew and Brian Stockbridge. The audit committee is to meet at least twice a year to consider the integrity of the financial statements of the Company, including its annual and interim accounts; the effectiveness of the Company’s internal controls and risk management systems; auditor reports; and terms of appointment and remuneration for the auditor; and
The Company’s remuneration committee is comprised of Derek Lew and Brian Stockbridge.The remuneration committee is to meet at least twice a year and has as its remit the determination and review of, among others, the remuneration of executives on the Board and any share incentive plans of the Company.
The FRC Corporate Governance Code recommends that the submission of all directors for re-election at annual intervals. None of the Directors will be required to be submitted for re-election until the first annual general meeting of the Company; and the Board does not comply with the provision of the FRC Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. The Company intends to appoint additional independent non-executive directors in the future so that the Board complies with these provisions.
However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quoted Companies Alliance (QCA Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.
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