BMR Goup PLC Corporate Governance

Corporate Governance

The Directors have given consideration to the code provisions set out in the UK Corporate Governance Code which was published in June 2010 (the “Corporate Governance Code”). The Directors recognise the importance of sound corporate governance commensurate with the size of the Company and the interests of shareholders.

Whilst AIM companies are not obliged to comply with the provision of the Corporate Governance Code, BMR’s Directors intend to comply so far as is appropriate having regard to the size and nature of the Company’s operations. The Board will also take such measures as are practicable to comply with the Quoted Companies Alliance (“QCA”) Guidelines for AIM companies.

The Company is subject to the City Code on Takeovers and Mergers.

The Board comprises three directors: A Borrelli, J Hawke and A Gardner-Hillman. The Board retains full and effective control over the Company.

  • The Company holds regular Board meetings at which financial, operational and other reports are considered and, where appropriate, voted on.
  • Apart from regular meetings, additional meetings are arranged when necessary to review strategy, planning, operational and financial performance, risk and capital expenditure and human resources and environmental management.
  • To enable the Board to perform all its duties, all Directors will have full access to all relevant information and to the services of the Company Secretary.

The Directors have established an Audit Committee and a Remuneration Committee.

  • The Audit Committee comprises A Borrelli and J Hawke, and is chaired by A Borrelli. The Audit Committee will meet at least twice a year. The committee will review the Company’s annual and interim financial statements before submission to the Board for approval. The committee will review regular reports from management and the external auditors on accounting and internal control matters. Where appropriate the committee will monitor the progress of actions taken in relation to such matters. The committee will also recommend the appointment of, and review the fees of, the external auditors.
  • The remuneration committee comprises of A Borrelli, J Hawke and A Gardner-Hillman. It will meet at least twice a year. It is responsible for reviewing the performance of the Executive Director and for setting the scale and structure of remuneration, paying due regard to the interests of shareholders as a whole and the performance of the Company. This remuneration committee also determines allocations of any warrants or options granted under any share option scheme adopted by the Company in the future and is responsible for setting any performance criteria in relation to the exercise of warrants granted under the Warrant Deeds and any such share options which may be granted.

The Directors comply with Rule 21 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s applicable employees. The Company operates a share dealing code for Directors and employees in accordance with the AIM Rules.