Further disclosures under AIM Rule 26 as at 31 March 2016
- the whole of
the Company’s issued Ordinary Share capital (comprising 6,100,549 shares,
none of which is held as a treasury share) is traded only on the AIM market operated by the London Stock
- there are no
restrictions on the transfer of the Company’s Ordinary Shares that are
traded on AIM.
of the Ordinary Shares are not in public hands.
shareholdings at 31 March 2016 were:
|David Cicurel (director - including SIPP and SIP)|| 916,709|| 15.0%|
|Stephen Upton & Jacqueline Upton||199,060||3.3%|
|Allianz Asset Management AG||140,000||2.3%|
|Charles Stanley stockbrokers||110,098||1.8%|
|Artemis Investment Management||102,651||1.7%|
|Stephen Grayson ||100,000||1.6%|
|Directors, excluding those listed separately above||224,826||3.7%|
The Board of Directors
Hon Alexander Hambro - Chairman
David Cicurel - Chief Executive
Brad Ormsby - Group Finance Director
David Barnbrook - Chief Operating Officer
Ralph Cohen - Non-Executive
Ralph Elman - Non-Executive
Glynn Reece - Non-Executive
Corporate Governance Arrangements
The Board recognises the importance of sound corporate governance. Save as disclosed below, the Company complies
with the main provisions of the Corporate Governance Code insofar as they are
appropriate given the Company’s size and stage of development. The Company is subject to the City Code on
Takeovers and Mergers.
The Company is managed by a board of directors and they consider that
they have the necessary skills and experience to operate and control the
business effectively. There are seven directors of whom four are non-executive. The non-executive directors are not considered
independent under the Corporate Governance Code as they have served on the
board for more than nine years from the date of their first election.
The audit committee, comprised of Ralph Elman (Chairman), Alexander Hambro and Glynn Reece,
meets at least twice in each year and is responsible for ensuring that the
financial performance of the Company is properly monitored and reported
on. The audit committee also meets with
the auditors and reviews the reports from the auditors relating to accounts and
internal control systems. It meets with
auditors once per year without the CEO being present
The remuneration committee, comprised of Alexander Hambro (Chairman), Ralph Elman and Glynn Reece, reviews the performance of executive
directors and sets the scale and structure of their remuneration and reviews
the basis of their service agreements with due regard to the interests of
shareholders. No director is permitted
to participate in discussions or decisions concerning his own remuneration.
The Company does not fully comply with the Corporate Governance Code to
the extent that, inter alia, the
Company does not have a nomination committee; the Board does not consider it
appropriate to establish one at this stage of the Company's development. Decisions regarding the appointment of new
directors are taken by the Board as a whole, following a thorough assessment of
a potential candidate's skills and suitability for the role.
The Board meets at least eleven times each year and the directors make
every effort to attend all board meetings. The Board is responsible for taking
all major strategic decisions and addressing any significant operational
matters. In addition, the Board reviews
the risk profile of the Company and ensures that an adequate system of internal
control is in place. Management information systems are in place to enable the
directors to make informed decisions and to discharge their duties properly.
As the business has developed, the composition of the Board has been
under constant review to ensure that it remains appropriate to the managerial
requirements of the Company. Two
directors retire annually in rotation in accordance with the Company's articles
of association. This enables the
shareholders to decide on the election of the Company's Board.