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The Directors recognise the importance of sound corporate governance and confirm that although compliance with the UK Corporate Governance Code is not compulsory for AIM companies, following Admission, they intend to comply with the QCA Corporate Governance Code (as devised by the QCA in consultation with a number of significant institutional small company investors), to the extent appropriate and practicable for a company of its nature and size. Following Admission, the Board will comprise six Directors of which two are executives and three non-executives, and reflects a blend of different experience and backgrounds. The roles of Chairman (which is a non-executive position) and Chief Executive Officer have been split by the Board and there is a clear division of responsibility between the two. The Board considers Drew Harrison and Malcolm Wall to be independent.
Following Admission, the Board will meet regularly to review, formulate and approve the Group’s strategy, budgets, and corporate actions and oversee the Group’s progress towards its goals. It has established audit and remuneration committees with formally delegated duties and responsibilities and with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
The Audit Committee will assist the Board in discharging its responsibilities, within agreed terms of reference, with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the Enlarged Group’s annual financial statements, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Enlarged Group’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board. Membership of the Audit Committee comprises Bill Currie, Drew Thomson, Malcolm Wall and Sir Terry Leahy and it is chaired by Malcolm Wall. The Audit Committee will meet formally not less than three times every year and otherwise as required.
The Remuneration Committee is responsible, within agreed terms of reference, for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the executive directors, the company secretary and such other members of the executive management of the Enlarged Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. No Director may be involved in any decision as to their own remuneration. The membership of the Remuneration Committee comprises Bill Currie, Drew Thomson and Malcolm Wall and the committee is chaired by Drew Thomson. The Remuneration Committee will meet not less than two times a year and at such other times as the chairman of the committee shall require.
Eagle Eye Solutions Group plc was incorporated and registered in England and Wales with registration number 8892109 on 16 April 2014 as a public company limited by shares under the name Eagle Eye Solutions Group plc.
The Company is domiciled in England. The registered office is at 5 New Street Square, London, EC4A 3TW and the principal place of business of the Company is at 31 Chertsey Street, Guildford, GU1 4HD (telephone number +44 (0)844 824 3686). The Company main country of operations is the UK.
The Company will be subject to the provisions of the UK Takeover Code, including the rules regarding mandatory takeover bids.