To comply with the AIM Rules for Companies (the “AIM Rules”), the Board has chosen to adhere to the Quoted Companies Alliance’s Corporate Governance Code for small and mid-size quoted companies (as updated in April 2018) (the “QCA Code” or the “Code”). Pursuant to AIM Rule 26 the Company hereby reports on a “comply or explain” basis, with respect to the Code’s principles.
The Board recognises the importance of maintaining appropriately high standards of corporate governance and, where possible, it has put in place governance structures that would be expected in light of the Group’s size, stage of development and resources.
The Company’s governance structures are further governed by the Company’s Articles of Association (“Articles”) together with Relationship Agreements and a Revolving Credit Facility (“RCF”) entered into in October 2020 with the Company’s two largest shareholders, MTL (Luxembourg) S.à r.l. (“MTL Lux”) and Runruno Holdings Limited (“RHL”), as part of the Group debt restructuring.
The Relationship Agreements regulate the relationship between the Company and its two largest shareholders to ensure, amongst other things, that the Group and its business shall be managed for the benefit of the shareholders of the Company as a whole. The relationship agreements grant each shareholder the right to appoint one director, for so long as it (together with its successors or assigns) continues to hold more than 10% of the voting rights of the Company.
The RCF sets out the remuneration payable to directors nominated by the two largest shareholders. Further, the RCF requires the prior consent of both these shareholders (together with its successors or assigns) for the Company to undertake a number of operational decisions.
The Company’s current application of the principles of the QCA Code, and details of where it may not comply with these principles, are detailed below.