Corporate Governance

The Directors are responsible for the overall corporate governance of the Company, and are committed to the principles underpinning best practice in corporate governance, applied in a manner that meets the AIM standards and best addresses the Directors' accountability to Shareholders.

The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy which is designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.

The following policies and procedures have been adopted by the Company and will be available for viewing shortly:

•        Board Charter
•        Audit Committee Charter
•        Executive Committee Charter
•        Directors and Executive Officers' Code of Conduct
•        Performance Evaluation Process
•        Code of Business Conduct
•        Dealings in Company Securities
•        Communications Strategy
•        Disclosure Policy
•        Risk Management and Internal Control Policy

Whilst the Company will endeavour to comply with all of the guidelines under the Quoted Companies Allience Corporate Governance Code for Small and Mid-size Quoted Companies (the QCA Code). The Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the additional expense of compliance with all recommendations.

The Quoted Companies Alliance has published a corporate governance code for small and mid-sized quoted companies, which includes a standard of minimum best practice for AIM companies, and recommendations for reporting corporate governance matters. In addition to complying with the Australian Corporations Act, the Directors intend to comply with the QCA Code, to the extent they consider it appropriate and having regard to the size, current stage of development and resources of the Company.
 
As part of this, the Board has adopted terms of reference to establish a remuneration committee, an audit and risk committee, and an AIM compliance committee. At this point in time given the size and  scale of the Company’s operation, the Board does not consider it appropriate to also adopt terms of reference to establish a nominations committee. The Company has also established procedures to ensure compliance with the UK Bribery Act 2010 and the Australian Criminal Code Act 1995.
 
The Directors have also established financial controls and reporting procedures which they consider to be appropriate given the size of and structure of the Group. These controls will be reviewed following any significant acquisitions by the Group and adjusted accordingly.

The Board will consider on an ongoing basis its corporate governance procedures and whether they are sufficient given the Company's nature of operations and size.