Board and Governance
The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of Defenx and the interests of its Shareholders.
The Corporate Governance Code does not apply to companies admitted to trading on AIM and there is no formal alternative for AIM companies. The Quoted Companies Alliance has published a corporate governance code for small and mid-sized quoted companies, which includes a standard of minimum best practice for AIM companies, and recommendations for reporting corporate governance matters (the “QCA Guidelines”). However, the Directors intend to comply with the Corporate Governance Code (and the QCA Guidelines), to the extent they consider it appropriate and having regard to the size, current stage of development and resources of Defenx.
The Board comprises six directors consisting of two Executive Directors and four Non-Executive Directors, two of whom represent BV-Tech SpA. The Board considers that the Chairman, Anthony Reeves, and Leonard Seelig are independent within the meaning of the Corporate Governance Code. If necessary the independent Non-Executive Directors will take independent legal advice.
The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure. The Board will be responsible for establishing and maintaining the Group’s system of internal financial controls and importance is placed on maintaining a robust control environment. The Board recognises, however, that such a system of internal financial control can only provide reasonable, not absolute, assurance against material misstatement or loss. The effectiveness of the system of internal financial control operated by the Group will therefore be subject to regular review by the Board in light of the future growth and development of Defenx.
The Audit Committee
The Audit Committee comprises Leonard Seelig, as Chairman of the committee, and Anthony Reeves. It meets not less than twice a year. The Audit Committee receives and reviews reports from management and from Defenx’s auditors relating to the interim and annual accounts and to the internal control procedures in use throughout the Group. It is responsible for ensuring that the financial performance of the Group is properly reported with particular regard to legal requirements, accounting standards and the AIM Rules. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.
The Remuneration Committee
The Remuneration committee comprises Anthony Reeves, as Chairman of the committee, Raffaele Boccardo and Leonard Seelig. It meets not less than twice a year. It is responsible for determining and reviewing the terms and conditions of service (including remuneration) and termination of employment of executive directors and senior employees and the grant of options implemented from time to time.
Download remuneration committee terms of reference – 2017-05-22 (PDF, 264KB)
Download audit committee terms of reference – 2017-05-22 (PDF, 371KB)