Corporate Governance

Corporate Governance

The Directors acknowledge the importance of high standards of corporate governance. The QCA Code, published by the Quoted Companies Alliance, sets out a minimum best practice standard for small and mid-size quoted companies, particularly AIM companies. The Company currently complies with the QCA Code to the extent that the Directors consider it appropriate, and having regard to the Company’s size, board structure, stage of development and resources.

The Board consists of eight directors, five of whom are non-executive directors, of whom all are considered by the Board to exercise independent judgement. However, Dr Huaizheng Peng is an appointee of CMS, a shareholder and strategic partner of the Company, and therefore he cannot be regarded as an independent director.

Of the other non-executive directors, Sir Nigel Rudd, Joe Eagle and Peter Morgan hold shares and options in the Company, and Joe Eagle and Peter Morgan have served on the Board for in excess of 9 years. Notwithstanding these factors, the Board considers that, due to their personal qualities, each of Sir Nigel Rudd, Joe Eagle and Peter Morgan exercises independent judgement and is independent.

Further details on each director can be found here.

The Company currently departs from the QCA Code in a few respects, which the Board feels are appropriate for the size and stage of the Company:

(i) Board evaluation: the Board currently runs a self-evaluation process on Board effectiveness. It is intended that the Board will create a more formal process which will focus more closely on objectives and targets for improving performance;

(ii) Board diversity: the Company is committed to a culture of equal opportunities for all employees regardless of gender. All current directors are male. In any future Board recruitment, efforts will be made to improve the diversity of the Board;

(iii) Results of Shareholder voting: The Company has not historically announced the detailed results of Shareholder voting to the market. It intends to do so from now on.

The Board meets and will continue to meet at least six times a year to review, formulate and approve the Company’s strategy, budget, corporate actions and major items of capital expenditure. The Board has established an audit committee, a remuneration committee, and a nomination committee, with formally delegated duties and responsibilities and each with written terms of reference. More details can be found here.

The Company has adopted a share dealing code for the Directors and certain employees, which is appropriate for a company whose shares are admitted to trading on AIM (including relating to the restrictions on dealings during close periods in accordance with MAR and with Rule 21 of the AIM Rules for Companies) and the Company takes all reasonable steps to ensure compliance with the share dealing code by the Directors and any relevant employees.