PGM corporate governance
The Company is not required to comply with the provisions of the Governance Code or the QCA Code. The Board, however, recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the Governance Code and the QCA Codes insofar as they are appropriate given the Company’s size and stage of development.
The Board of Directors comprised two executive directors and three non-executive directors. The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities and each with written terms of reference.
On Admission, the Audit Committee will comprise Andre Cohen, who will chair it, and Marcus Edwards-Jones. The Audit Committee is expected to meet 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: (i) the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), (ii) reviewing internal control and risk management systems, (iii) reviewing any changes to accounting policies, (iv) reviewing and monitoring the extent of the non-audit services undertaken by external auditors and (v) advising on the appointment of external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.
The Audit Committee also has responsibility for ensuring that the Company has in place the procedures, resources and controls to enable compliance with the AIM Rules and with MAR.
The Remuneration Committee comprises Marcus Edwards-Jones, who will chair it, Roger Turner and Andre Cohen. It is expected to meet not less than twice a year and at such other times as required. The quorum necessary for the transaction of business shall be two members, one of whom must be a non executive director.
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 Company considers that, at this stage of its development, and given the current size of its board, it is not necessary to establish a formal nominations committee. This position will be reviewed on a regular basis by the Directors.
Share dealing policy
The Company has adopted a share dealing policy for the Board and certain employees in accordance with the provisions of MAR and the AIM Rules, and the Company will take all reasonable steps to ensure compliance by the Board and any relevant “applicable employees” (as defined in the AIM Rules) with such code.
Anti-bribery and corruption policy
The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.