The Directors recognise the importance of sound corporate governance and confirm that, following Admission, they intend to comply as far as practicable, with the recommendations in the QCA Guidelines, which have become a widely recognised benchmark for the corporate governance of small and mid-size quoted companies, particularly AIM companies.
The independent non-executive directors of the Company, namely Christopher Bell, Hillik Nissani and Eitan Yanuv, have confirmed that they are able to discharge their respective responsibilities as independent non-executive directors of the Company and have undertaken to ensure that sufficient time and attention will be given to the Company’s affairs. None of the independent non-executive directors sits on the board of any of the subsidiaries of the Company.
The Group has established audit and remuneration committees, and has adopted a share trading policy and an anti-bribery and corruption policy, details of which are set out below.
The Board is responsible for the overall management of the Group. The Board is required to meet on a monthly basis, or more frequently as required, to review and monitor the Group’s operations. Matters specifically reserved to the Board for decision include matters relating to management structure and appointments, strategy and policy considerations, corporate transactions and finance.
The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and reports from the Group’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee will meet not less than three times in each financial year, with the Group’s Chief Financial Officer Yuval Tovias in attendance, and will have unrestricted access to the Company’s auditors. Members of the audit committee are Eitan Yanuv, who will chair the committee, Christopher Bell, and Hillik Nissani.
The remuneration committee will review the performance of the executive directors and make recommendations to the Board as to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The committee will meet as and when necessary to assess the suitability of candidates proposed for appointment by the Board. In exercising this role, the Directors shall have regard to the recommendations put forward in the UK Corporate Governance Code. Members of the remuneration committee are Hillik Nissani, who will chair the committee, Christopher Bell and Eitan Yanuv.
Share Dealing Code
The Group has adopted a Share Dealing Code for Directors, employees and their associates which is appropriate for a company whose shares are admitted to trading on AIM (in order to ensure, inter alia, compliance with MAR (of the AIM Rules for Companies), effective from 3 July, 2016. The Group will take all reasonable steps to ensure compliance with the terms of the Share Dealing Code by the Directors and all other relevant persons.
Anti-Bribery and Corruption Policy
The Board has adopted an anti-bribery and corruption policy, published on the Group’s website, which is a high level statement by the Board committing the Company to carrying out its business fairly, openly and honestly and to preventing bribery and corruption by persons associated with the Group. The Board has also adopted an anti-bribery and corruption procedure in order to implement this policy. It is based on industry best practice and all employees of the Group are required to comply with this procedure.