The Company is not required to comply with the UK Corporate Governance Code or the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2013, as published by the Quoted Companies Alliance. However, the Directors recognise the importance of sound corporate governance and the Board intends, so far as is practicable for a company of its size, to implement certain corporate governance recommendations. Details are provided below:
The Company holds regular board meetings throughout the year at which reports relating to the Group’s operations, together with financial reports are considered. The Board is responsible for formulating, approving and reviewing the Group’s strategy, budgets, major items of expenditure and senior personnel appointments.
The Company has established an audit committee, which comprises Paul Beck, André Markgraaff and Adam Waugh, being non-executive members of the Board, with Adam Waugh appointed as chairman. The audit committee’s main functions include, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.
The Company has established a remuneration committee, which comprises Paul Beck, André Markgraaff and Adam Waugh, is chaired by Adam Waugh, and meets as often as required to enable the remuneration committee to fulfil its obligations to the Company. The remuneration committee will be responsible for reviewing the performance of the Chairman and the executive directors and for setting the scale and structure of their remuneration, paying due regard to the interests of Shareholders as a whole and the performance of the Group. The remuneration committee will also approve the design of and determine targets for any performance-related pay schemes operated by the Company.
The Company has established a Nominations Committee which comprises Paul Beck, André Markgraaff and Adam Waugh, is chaired by Adam Waugh, and meets when required. The Nominations Committee will consider the selection and re-appointment of board members. It will identify and nominate candidates to fill board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.
Share dealing code and AIM Rule compliance policy
The Company has adopted a model code for share dealings in Ordinary Shares which is appropriate for an AIM company, including compliance with Rule 21 of the AIM Rules for Companies relating to the Board’s and employees’ dealings in Ordinary Shares. The Company has also adopted an AIM Rules compliance policy.
Independence of Non-executive Directors
The Company has departed from certain aspects of the guidelines set out in the UK Corporate Governance Code and the QCA Guidelines in that non-executive directors have been granted options. Share Options granted to the board are not subject to performance criteria.
UK City Code on Takeovers and Mergers
As an AIM traded, UK incorporated company, BlueRock Diamonds plc is subject to the UK City Code on Takeovers and Mergers legislation.