The Company is not required to comply with the provisions of the UK Corporate Governance Code which was published in September 2012 or any Jersey corporate governance regime. However, the Directors recognise the importance of sound corporate governance and seek to ensure that the Company complies with the provisions of the UK Corporate Governance Code and the QCA Guidelines insofar as they are appropriate given the Company’s size and stage of development.
The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. The Company holds Board meetings at least six times each financial year and at other times as and when required.
The Company has established properly constituted audit and remuneration committees of the Board with formally delegated duties and responsibilities.
The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The audit committee meets not less than three times in each financial year, with the Company's Chief Financial Officer Igor Vatenmacher in attendance, and has unrestricted access to the Company's auditors. Members of the audit committee will be Avi Engel, who will chair the committee, with Michael Rosenberg as a member.
The remuneration committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The committee meets as and when necessary to assess the suitability of candidates proposed for appointment by the Board. In exercising this role, the Directors shall have regard to the recommendations put forward in the UK Corporate Governance Code. Members of the remuneration committee are Michael Rosenberg, who acts as chairman of the committee, with Avi Engel as a member.
The Company has adopted a share dealing code for dealings in securities of the Company which is appropriate for a company admitted to AIM. The Directors comply with Rule 21 of the AIM Rules for Companies relating to directors' dealings and take all reasonable steps to ensure compliance by the Company's "applicable employees" (as defined in the AIM Rules for Companies) with such code.