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Corporate Governance

Board Responsibility

The Board is responsible for establishing the strategic direction of the Company, monitoring the Company’s performance against its business plan and its trading performance, as well as complying with legal, regulatory and corporate governance matters. The Board is committed to maintaining appropriate standards of corporate governance.  The Board considers that given the size and nature of the Group’s current activities, it does not intend to comply with The UK Corporate Governance Code (“the Code”) in all matters prescribed by it. This is considered by the Board to be reasonable and appropriate and does not compromise the overall principles of corporate governance which the Board strongly supports. 
 
The Board currently consists of two Executive Directors and one Non-Executive Directors:
 
Dr. James Mckenzie - Chief Executive Officer
Dr. Majd Zoorob – Chief Technology Officer
Jonathan Freeman - Non-Executive Chairman
 
The Board has established a remuneration committee and an audit committee with formally delegated duties and responsibilities, and which have written terms of reference as summarised below.
 

Audit Committee

Jonathan Freeman (Chair)

The audit committee is responsible for ensuring that the financial performance of the Group is properly monitored, controlled and reported on.


Internal Control

The Board is responsible for establishing and maintaining the Group’s system of internal control and for reviewing its effectiveness. The system of internal controls is designed to manage, rather than eliminate, the risk of failure of the achievement of business objectives and can only provide reasonable rather than absolute assurance against material misstatement or loss.
 
The Audit Committee continues to monitor and review the effectiveness of the system of internal control and report to the Board when appropriate with recommendations. The annual review of internal control and financial reporting procedures did not highlight any issues warranting the introduction of an internal audit function. It was concluded, given the current size and transparency of the operations of the Group, that an internal audit function was not required.