Group compliance

The Company intends to observe the requirements of the UK Corporate Governance Code as appropriate to a company outside of the FTSE-350, save as set out below. Compliance with the UK Corporate Governance Code is being undertaken on a voluntary basis.

Presently, the Company intends to maintain its compliance with the UK Corporate Governance Code with the exception of the following:

  • The Chairman, upon appointment, did not meet the independence criteria set out in the UK Corporate Governance Code (UK Corporate Governance Code provision A.3.1);
  • The Executive Directors or any director appointed by any of the founder shareholders will not be subject to retirement by rotation or taken into account in determining the number of directors to retire each year (UK Corporate Governance Code provision B.7.1);
  • Remuneration for certain Non-Executive Directors may include performance-related elements (UK Corporate Governance Code provision D.1.3); and
  • Certain Executive Directors’ service contracts may include an initial fixed term of more than one year (UK Corporate Governance Code provision D.1.5).

As referred to above, the Company has established guidelines requiring Board approvals for material acquisitions or disposals. Consistent with the rules applicable to companies with a standard listing on the London Stock Exchange, shareholder approval is not required for the Company to complete an acquisition of or a disposal of assets or shares and the Company does not voluntarily intend to apply these requirements.

The Board has decided to adopt the Model Code for directors’ dealings contained in the UKLA Listing Rules (the ‘‘Model Code’’). The Board will be responsible for taking appropriate steps to ensure compliance with the Model Code by the Directors. Compliance with the Model Code is being undertaken on a voluntary basis and the UK Financial Conduct Authority will not have the authority to monitor the Company’s voluntary compliance with the UK Model Code or to impose sanctions in respect of any breaches.

To view our Code of Business Conduct, please click here.