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Corporate Governance and Board Committees

Combined Code
Although there are no specific corporate governance rules in Guernsey applicable to Guernsey trading companies, the Board recognises the value of good governance and intends to comply with the provisions of the Combined Code, so far as it is practicable for a public company of its size, stage of development and nature quoted on AIM.

 

Senior Non-executive Director
The Company has appointed Quentin Spicer as its Senior Non-executive Director. The Senior Non-executive Director will meet with the other members of the Board, without the Chairman present, on at least an annual basis, in order to evaluate and appraise the performance of the Chairman and will chair the Nominations Committee when it is considering succession to the role of the Chairman of the Board. The Senior Non-executive Director will be a point of contact for Shareholders and other stakeholders with concerns which have failed to be resolved, or would not be appropriate through the normal channels of the Chairman or the Executive Directors.

 

Audit Committee
The Company has established an Audit Committee which comprises Tim Walker (Chairman), Quentin Spicer and Edwin Davies. The Audit Committee will meet as often as required and at least twice a year. The Audit Committee’s main functions include, inter alia, reviewing the effectiveness of internal control systems and risk assessment, considering the need for an internal audit, 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 Audit Committee will also monitor the integrity of the financial statements of the Company including its annual and interim reports, preliminary results’ announcements and any other formal announcement relating to financial performance. The Audit Committee will be responsible for overseeing the Company’s relationship with the external auditors, including making recommendations to the Board on the appointment of the external auditors and their remuneration. The Audit Committee will consider the nature, scope and results of the auditors’ work and reviews, and develop and implement policy on the supply of non-audit services that are to be provided by the external auditors. The Audit Committee will focus particularly on compliance with legal requirements, accounting standards and the relevant AIM Rules and ensuring that an effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts will remain with the Board. The identity of the chairman of the Audit Committee will be reviewed on an annual basis and the membership of the Audit Committee and its terms of reference will be kept under review. All members of the Audit Committee must be non-UK tax resident. Only independent Non-executive Directors will serve on the Audit Committee and members of the Audit Committee will have no links with the Company’s external auditors.

 

Link to Audit Committee Terms of Reference

 

Remuneration Committee
The Remuneration Committee comprises Quentin Spicer (Chairman), Tim Walker and Edwin Davies. The Remuneration Committee will meet not less than once a year and will have responsibility for considering the remuneration of the other Board members and the fees paid under the Administration and Support Services Agreement. The Committee will review the remuneration of the Chairman and Directors against the fees paid to directors of other property development and investment companies of a comparable size.

 

Link to Remuneration Committee Terms of Reference

 

Nominations Committee
The Nominations Committee comprises Edwin Davies (Chairman), Tim Walker and Quentin Spicer. It will: (i) assist the Board by identifying individuals qualified to become Board members, and selecting, or recommending that the Board select, the director nominees for election at the annual or special meetings of the Shareholders or for appointment to fill vacancies; (ii) recommend to the Board director nominees for each committee of the Board; (iii) advise the Board about appropriate composition of the Board and its committees; (iv) lead the Board in its annual review of the performance of the Board and its committees; and (v) perform such other functions as the Board may assign to the committee from time to time.

 

Link to Nominations Committee Terms of Reference

 

Internal Auditor
The Internal Auditor will be responsible for the recommendation of an auditing plan to the Audit Committee of the Board. The Internal Auditor will carry out auditing assignments in accordance with such plan and will oversee and report to the Company’s compliance with the plan’s recommendations. The Internal Auditor will file an annual report with the Audit Committee and the Board and will be available for any meetings with the Audit Committee or the Board.

 

Share dealing code
The Company has adopted a share dealing code for the Board, in conformity with the requirements of Rule 21 of the AIM Rules, and will take steps to ensure compliance by the Board and senior staff with the terms of the policy.