The Directors recognise the value and importance of high standards of corporate governance. Prior to the sale of the final operating business on 12 December 2023, the Company complied with the recommendations set out in the QCA Code. The Group’s previous Corporate Governance Statement can be viewed here. In addition, the Board had established an audit and risk committee and a remuneration nominations committee with formally delegated responsibilities.
As the Board of Directors consists of only of non-executive directors, and the Company has no trading business, all board committees have been dissolved, and all responsibilities are now for the Board as a whole which the Board considers appropriate given the revised profile of the Company as a cash shell. Where there is an independence issue with a director, then that director will not take part in those discussions.
The Company and its Directors will continue adopt the Quoted Companies Alliance (“QCA”) code and its 10 principles as far as is reasonable, in the opinion of the Board, given its status as a cash shell. The 10 principles are set out below;
Principal 1) Establish strategy and business model which promote long-term value for shareholders
The Company became a cash shell in accordance with AIM Rule 15 on 12th December 2023, following the sale of its operating business. As a result, the Board are seeking to acquire another company or business in exchange for the issue of Ordinary Shares in a single transaction (a “reverse takeover” or “RTO”), which will only be able to proceed with Shareholder approval. In considering the Company’s future strategy, the Board will seek to identify opportunities offering the potential to deliver value creation and returns to Shareholders over the medium to long-term in the form of capital and/or dividends.
Principal 2) Seek to understand and meet shareholder needs and expectations
The Board seeks to maintain a dialogue with its shareholders. It attaches great importance to providing shareholders with clear and transparent information and will seek to update shareholders as appropriate. The Board is aware of the need to protect the interests of minority shareholders and balancing those interests with those of any more substantial shareholders. Given the investment by Salonica GP on 13 November 2024, with their resultant interest in 64.9% of the issued share capital a relationship agreement is in place. This was entered into by the Company, Salonica GP, and Zeus Capital Limited for the purposes of regulating the relationship between them so as to ensure that the Company can carry on its business independently of Salonica GP and that the relationship between them is on an arm's length and normal commercial basis. The Board holds meetings with larger shareholders as and when required and recognises the Annual General Meeting as an important opportunity to communicate directly with shareholders via an open question and answer session. The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Company.
Principal 3) Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company is a cash shell and has no operations, therefore the main stakeholder group are its shareholders.
The Board endeavours to take account of feedback received from its shareholders.
Principal 4) Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board has overall responsibility for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls required while the Company is a cash shell are necessary limited. The Company receives feedback from its external auditors on the state of its internal
controls.
The Group maintains appropriate insurance cover in respect of actions taken against the Directors. The insurance cover in place is reviewed on a periodic basis. While the Company is a non-trading cash shell the Board has decided to disband its Audit, Remuneration, and Nominations Committees.
Principal 5) Maintain the board as a well-functioning, balanced team led by the chair
The Board comprises of four Directors Alex Hambro, Othman Shoukat, Richard Collett and Ian Selby. The Board considers itself appropriate and sufficiently independent given the Company’s strategy as a cash shell. Othman Shoukat isn’t considered an independent director due to his close involvement with Salonica GP who own c65% of the issued share capital.
Principal 6) Ensure that between them the directors have the necessary up-to- date experience, skills and capabilities
Full biographical details of the Directors can be found here. The Board considers it has the necessary breadth and depth of skills to support the strategy of the Company as a cash shell.
Principal 7) Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
As the Company is currently a cash shell no performance objectives or reviews are undertaken.
Principal 8) Promote a corporate culture that is based on ethical values and behaviours
The Company has no formal values statement as it is a cash shell, but the Board conduct themselves ethically at all times.
Principal 9) Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board has and will hold meetings as often as is required to ensure it deals with all important aspects of the Group’s affairs on a timely basis.
Principal 10) Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Group encourages a good dialogue with shareholders and investors. The Board attaches great importance to providing shareholders with clear and transparent information on the Group’s activities, strategy and financial position. Details of all shareholder communications are provided on the Group’s website in a timely fashion. The Board holds meetings with larger shareholders as and when required and recognises the Annual General Meeting as an important opportunity to communicate directly with shareholders via an open question and answer session. The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.
Last reviewed on 9th December 2024