Corporate Governance is of supreme importance at Pelatro. In keeping with the commitment of the Directors to ensure transparency and high standards of governance, various policies including Disclosure Policy, Anti Bribery Policy, Code of Conduct etc have been implemented at the company. Companies that are admitted to trading on AIM are not required to comply with the UK Corporate Governance Code. However, as members of the Quoted Companies Alliance (QCA) the Directors will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies, published from time to time by the QCA, to the extent that they believe it is appropriate in light of the size, stage of development and resources of an AIM-quoted company.

The Board reviews all matters relating to Corporate Governance at its regular Board meetings and ensures that where appropriate, the company aligns itself with the QCA’s “12 Principles of Corporate Governance” to place greater emphasis on the delivery of growth in long term shareholder value. This also includes matters pertaining to takeovers.

The Company has adopted, and will operate a share dealing code for Directors and other applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.

The Board will be responsible for the overall management of the Group including the formulation and approval of the Company’s long term objectives and strategy, the approval of budgets, the oversight of Company operations, the maintenance of sound internal control and risk management systems and the implementation of Company strategy, policies and plans. The Board has established an audit committee, remuneration committee and nomination committee with formally delegated duties.

Audit Committee

The audit committee will be responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, monitoring the requirement for an internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings) and reviewing arrangements for the Company’s employees to raise concerns about possible wrongdoing in financial reporting.

The audit committee comprises Richard Day and Pieter Verkade and will be chaired by Richard Day. It will meet at least twice a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee will also meet regularly with the Company’s external auditors.

Remuneration Committee

The remuneration committee will be responsible for determining and agreeing with the Board the framework for the remuneration of [the Chairman,] the executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors will be a matter for the Chairman and the executive members of the Board. No Director will be involved in any decision as to his or her own remuneration. The remuneration committee comprises Richard Day and Pieter Verkade and will be chaired by Richard Day. The remuneration committee will meet at least twice a year and otherwise as required.

Nomination Committee

The nomination committee will be responsible for reviewing the structure, size and composition of the Board and identifying and nominating, for the approval of Board, candidates to fill vacancies on the Board as and when they arise. The nomination committee comprises Pieter Verkade and Richard Day and will be chaired by Pieter Verkade. The nomination committee will meet at least twice a year and otherwise as required.

Share Dealing Code

The Company has adopted a share dealing code for Directors and applicable employees of the Company for the purpose of ensuring compliance by such persons with the provisions of the AIM Rules relating to dealings in the Company’s securities (including, in particular, Rule 21 of the AIM Rules) and the Market Abuse Regulation. The Directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AIM.

The Company will take proper steps to ensure compliance by the Directors and applicable employees with the terms of the share dealing code and the relevant provisions of the Market Abuse Regulation and the AIM Rules (including Rule 21).

 

Articles of Association Pelatro Plc