There is no mandatory corporate governance regime in the BVI. As a BVI incorporated company, the Company is not required to comply with the provisions of the UK Corporate Governance Code or the Corporate Governance Code for Small and Mid-Size Quoted Companies 2013 published by the QCA.
However, the Board recognises the importance of sound corporate governance and complies with the recommendations on corporate governance made by the QCA in the QCA Guidelines insofar as reasonably practicable given the Company's size and stage of development. The corporate governance regime will be reviewed in the future in light of any acquisitions or significant growth of the Company's business.
The Board consists of five directors, three of whom are non-executive directors. The executive directors, being Eric Schaer and Hung Pham are not considered to be independent. The Board has determined that the non-executive directors, Piers Pottinger, Ross Marsh and Neil Osborn, are independent.
The Board meets monthly to review, formulate and approve the Company's strategy, budget, corporate actions and major items of capital expenditure. The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee, with formally delegated duties and responsibilities and each with written terms of reference.
The Audit Committee is comprised of Piers Pottinger and Ross Marsh and chaired by Ross Marsh. The Audit Committee meets at least four times a year and otherwise as required. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee has unrestricted access to the Company’s external auditors.
The Remuneration Committee comprises Piers Pottinger and Ross Marsh and is chaired by Piers Pottinger. It meets not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company's policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for: (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company's shareholders, the total individual remuneration package of the chairman, each executive and non-executive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company's remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.
The Nomination Committee comprises Piers Pottinger and Ross Marsh and is chaired by Piers Pottinger. It meets not less than once a year and at such other times as required. The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The Nomination Committee also has responsibility for recommending new appointments to the Board and to the other Board committees. It is responsible for identifying suitable candidates for board membership and monitoring the performance and suitability of the current Board on an on-going basis.
AIM Compliance Committee
The AIM Compliance Committee comprises of Piers Pottinger and Ross Marsh and is chaired by Ross Marsh. It meets not less than once a year and at such other times as required. The AIM Compliance Committee ensures that the Company has in place sufficient procedures, resources and controls to enable it to comply with the AIM Rules for Companies. The AIM Compliance Committee makes recommendations to the Board and proactively liaises with the Company's nominated adviser on compliance with the AIM Rules for Companies. The AIM Compliance Committee also monitors the Company's procedures to approve any share dealings by directors or employees in accordance with the Company's share deal policy and to ensure such dealings are notified to the Company's nominated adviser in accordance with the AIM Rules for Companies.
Share Dealing Code
The Company adopts a share dealing code for the Board and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM which confirms to the requirements of the AIM Rules for Companies (particularly relating to dealing during close periods in accordance with Rule 21 of the AIM Rules) and the Company will take all reasonable steps to ensure compliance with such share dealing code by the Board and any relevant "applicable employees" (as defined in the AIM Rules for Companies).
Anti-Bribery and Corruption Policy
The Company has adopted and implemented an anti-bribery and corruption policy and it has also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.