Governance
There is no applicable regime of corporate governance to which directors of a Guernsey company must adhere over and above the general fiduciary duties and duties of care, diligence and skill imposed on such directors under Guernsey law. The Directors, however, recognise the importance of good corporate governance and will comply with the Combined Code to the extent practicable and commensurate with the size and operations of the Company. The Company has adopted the Model Code on dealings of directors and employees in securities as set out in Annex I of the Listing Rules of the UKLA for the Directors with effect from Admission and will take steps to ensure compliance by the Directors with the terms of this code.
The Directors have established an audit committee with formally delegated rules and responsibilities. The audit committee will meet at least twice each year. On Admission the audit committee will be comprised of Mr. Alok Verma and Mr. Peter Radford, and will be chaired by Mr. Alok Verma. The audit committee will, inter alia, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Group.
Since all of the Directors are non-executive, the Company does not consider it necessary to establish remuneration and nomination committees. The Board as a whole will monitor performance and remuneration and plan for succession of the Board, either through board meetings or, if appropriate, through the use of an appropriately constituted committee.
