incadea plc is a company incorporated in Jersey. Therefore the rights of shareholders differ from the rights of shareholders of companies incorporated in other countries including the UK.
There are no specific corporate governance guidelines which apply generally to companies incorporated in Jersey, however the Directors recognise the value and importance of high standards of corporate governance. Accordingly, whilst the Corporate Governance Code does not apply to AIM companies, the Directors intend to observe the requirements of the Corporate Governance Code to the extent they consider appropriate in the light of the Group’s size, stage of development and resources. The Board also proposes, so far as practicable, to follow the recommendations set out in the corporate governance guidelines for smaller quoted companies published by the Quoted Companies Alliance.
The Board will be responsible for the overall management of the Group including the formulation and approval of the Group’s long term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there will be a formal schedule of matters specifically reserved for decision by the Board; such reserved matters will include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board will formally meet on a regular basis to review performance.
The Board has established an audit committee, a remuneration committee and a disclosure committee with formally delegated duties and responsibilities, as described below.
The audit committee will be responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).
The audit committee will initially comprise Philip Lawler, David Hobley, David Cotterell and Nikolaos Vardinoyannis and will be chaired by Philip Lawler. The audit committee will meet at least four times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee will also meet regularly with the Company’s external auditors.
The remuneration committee will be responsible for determining and agreeing with the Board the framework for the remuneration of the chairman, the executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors will be a matter for the chairman and the executive members of the Board. No Director will be involved in any decision as to his or her own remuneration.
The disclosure committee will have the primary responsibility for ensuring compliance with the AIM Rules and disclosure of information, in particular under AIM Rules 11, 17, 18 and 19. The disclosure committee will work closely with the Board to ensure that the Company’s nominated adviser is provided with any information it reasonably requests or requires in order for it to carry out its responsibilities under the AIM Rules and the AIM Rules for Nominated Advisers. The disclosure committee will initially comprise David Hobley, Werner Leinauer and Alexandros Tsaparas and will be chaired by David Hobley. The disclosure committee will meet at least four times a year and otherwise as required.