The Board recognises the importance of good corporate governance and intends, following Admission, so far as is practicable and appropriate for a company of its size, stage of development and nature as a Company whose securities are traded on LSE.
The Directors are committed to maintaining high standards of corporate governance and propose, so far as is practicable given the Company’s size and nature, to voluntarily adopt and comply with the UK Corporate Governance Code. However at present, due to the size of the Company, the Directors acknowledge that adherence to certain provisions of the UK Corporate Governance Code may be delayed until such time as the Directors are able to fully adopt them.
Following Admission, the Board will comprise four Directors of which one is an executive and three are non‐executive, which reflects a blend of different experience and backgrounds. The Board considers Wong Chee Keong, Nick Martin and Ken Fleming to be independent.
Following Admission, the Board will meet regularly to review, formulate and approve the Group’s strategy, budgets, and corporate actions and oversee the Group’s progress towards its goals. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. The primary duty of the Directors is to act in the best interests of the Company at all times and it is the Directors’ responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, in the interests of the Company. The Board will also address issues relating to internal control and the Company’s approach to risk management and has formally adopted an anticorruption and bribery policy.
In accordance with best practice, the Company has established audit, remuneration and nominations committees with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
The audit committee will assist the Board in discharging its responsibilities, within agreed terms of reference, with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the Group’s annual financial statements, reviewing and monitoring the extent of the non‐audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.
Membership of the Audit Committee comprises Wong Chee Keong, Ken Fleming and Nick Martin and it is chaired by Nick Martin. The audit committee will meet formally not less than four times every year and otherwise as required.
The remuneration committee is responsible, within agreed terms of reference, for establishing a formal and transparent procedure for developing policy on executive remuneration and setting the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the Executive Directors, the company secretary and such other members of the executive management of the Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. No Director may be involved in any decision as to their own remuneration. The membership of the remuneration committee comprises Nick Martin, Thong Teong Bun and Wong Chee Keong and the committee is chaired by Wong Chee Keong. The remuneration committee will meet not less than three times a year and at such other times as the chairman of the committee shall require.
The nomination committee is responsible, within agreed terms of reference, for reviewing the structure, size and composition of the board and recommending to the board any changes required, for succession planning and for identifying and nominating for approval of the board candidates to fill vacancies as and when they arise. The Committee is also responsible for reviewing the results of the board performance evaluation process and making recommendations to the board concerning suitable candidates for the role of senior independent director and the membership of the board’s committees and the re‐election of directors at the annual general meeting. The membership of the nominations committee comprises Ken Fleming, Thong Teong Bun and Wong Chee Keong and the committee is chaired by Wong Chee Keong. The nominations committee will meet not less than twice a year and at such other times as the chairman of the committee shall require.