Corporate Governance
The Directors support a high standard of corporate governance and have decided to comply with the QCA Code. The Directors believe that the QCA Code provides the Company with the framework to help ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all of its stakeholders. The Company will comply with the QCA Code with effect from Admission, as detailed in this document.
The corporate governance code was reviewed by the directors of the Company on the 26th September 2025.
The Board currently consists of 4 directors: the CEO, CFO, an independent non-executive director and a non-independent non-executive director. The Board recognises that it does not currently comply in full with the QCA Code in respect of the level of independent representation on the Board, which requires at least two independent non-executive directors.
However, the Board considers that appropriate oversight of the Company is provided by the currently constituted Board having regard to the current size and resources of the Company.
The Board has delegated specific responsibilities to the committees referred to below, all of which have written terms of reference and formally delegated duties.
List of reserved matters
The Audit Committee comprises Chris Fry as Chairman and Iain MacDonald. It has have primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and reviewing reports from the Group's auditors relating to the Group's accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least three times a year.
Terms of reference for Audit Committee
The Nomination Committee comprises Iain MacDonald as Chairman and Chris Fry. It identifies and nominates, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee meets at least twice a year.
Terms of reference for Nomination Committee
The Nomination Committee comprises Iain MacDonald as Chairman and Chris Fry. It identifies and nominates the Executive Directors and determines their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least twice a year.
Terms of reference for Remuneration Committee
The corporate governance code was reviewed by the directors of the Company on the 26th September 2025.
The Board and Committees
The Board currently consists of 4 directors: the CEO, CFO, an independent non-executive director and a non-independent non-executive director. The Board recognises that it does not currently comply in full with the QCA Code in respect of the level of independent representation on the Board, which requires at least two independent non-executive directors.
However, the Board considers that appropriate oversight of the Company is provided by the currently constituted Board having regard to the current size and resources of the Company.
The Board has delegated specific responsibilities to the committees referred to below, all of which have written terms of reference and formally delegated duties.
List of reserved matters
Audit Committee
The Audit Committee comprises Chris Fry as Chairman and Iain MacDonald. It has have primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and reviewing reports from the Group's auditors relating to the Group's accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least three times a year.
Terms of reference for Audit Committee
Nomination Committee
The Nomination Committee comprises Iain MacDonald as Chairman and Chris Fry. It identifies and nominates, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee meets at least twice a year.
Terms of reference for Nomination Committee
Remuneration Committee
The Nomination Committee comprises Iain MacDonald as Chairman and Chris Fry. It identifies and nominates the Executive Directors and determines their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least twice a year.
Terms of reference for Remuneration Committee