The Directors recognise the importance of sound corporate governance and have undertaken to take account of the requirements of the QCA Guidelines, to the extent that they consider it appropriate having regard to the Company's size, board structure, stage of development and resources.
The QCA Guidelines recommend that the board of directors should include a balance of executive and non-executive directors, such that no individual or small company of individuals can dominate the board's decision taking. In the case of a smaller company, such as the Company, the QCA Guidelines recommends that the board should include at least two non-executive directors who are independent (being Tony Hanway and Michael Boyce).
The Company will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company's strategy, budget and major items of capital expenditure. The Directors have established an audit committee, compliance committee and a remuneration committee with formally delegated rules and responsibilities. Each of these committees will meet as stipulated below as a minimum, and additionally as required.
The board has adopted a formal schedule of matters reserved for decision by it.
The board has an audit committee, a remuneration committee, and a compliance committee, the memberships of which are set out below. Each committee has clear terms of reference.
The Audit Committee, which will comprise Richard Cooper and Tony Hanway, with Richard Cooper acting as chairman of the committee, will meet not less than twice a year. The committee's responsibilities will include (but is not limited to) making recommendations on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.
The Remuneration Committee, which will comprise Tony Hanway and Richard Cooper, with Tony Hanway acting as chairman of the committee, will meet not less than twice a year. The committee will be responsible for the review and recommendation of the scale and structure of remuneration of the executive directors, the company secretary and such other members of the executive management as it is designated to consider, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.
The Compliance Committee, which will comprise Tony Hanway, Michael Boyce and Richard Cooper, with Richard Cooper acting as chairman of the committee, will meet at such times and frequency as necessary. The Compliance Committee will have oversight of the Company's duties and satisfy itself that the Company has procedures in place to ensure compliance with applicable rules and regulations, including but not limited to the AIM Rules for Companies, the ESM Rules for Companies and the Market Abuse Regime.
ESM Corporate Governance Code & Takeover Code
The Company is subject to the Takeover Rules of the Irish Takeover Panel.
The Takeover Rules comprise rules made by the Irish Takeover Panel under the powers granted to it by the 1997 Act and by the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006, as amended ("Regulations").
The Panel is designated under the Regulations as the competent authority for the purpose of Article 4(1) of the Directive.
The Regulations, which were made by the Minister for Enterprise, Trade and Employment, came into operation on 20 May 2006.
Regulation 4(1) of the Regulations applies the 1997 Act, subject to the Regulations, to each company a takeover bid (as defined in the Regulations) in respect of which the Panel has jurisdiction to supervise under the Regulations. Under Regulation 4(3), references to a "relevant company" in the 1997 Act include references to each company a bid for which the Panel has jurisdiction to supervise.
The Rules, of which there are 41, have been made principally to ensure that takeovers (including takeover bids as defined in the Regulations) and other relevant transactions comply with the principles ("General Principles") set out in the Schedule to the 1997 Act.
The General Principles are set out below. All of the General Principles, with the exception of General Principle 7, derive from the Directive.
All holders of the securities of an offeree of the same class must be afforded equivalent treatment; moreover, if a person acquires control of a company, the other holders of securities must be protected.
The holders of the securities of an offeree must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of the offeree must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the offeree's places of business.
The board of an offeree must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer.
False markets must not be created in the securities of the offeree, of the offeror or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.
An offeror must announce an offer only after ensuring that he or she can fulfil in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration.
An offeree must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities.
A substantial acquisition of securities (whether such acquisition is to be affected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.
The Rules also provide an orderly framework within which takeovers are conducted. They are not concerned with the financial or commercial advantages or disadvantages of a takeover, which are matters for the companies concerned and their shareholders. Nor are the Rules concerned with issues such as competition and mergers policies, which are regulated under different legislation.
Page last updated: 12 March 2018