Corporate Governance


The directors believe that their foremost function is to generate continuous profits for the Company’s investors, and that this should be achieved by a policy of high standards of corporate governance, integrity and ethics. As the Company is listed on the Alternative Investment Market ("AIM") and not subject to the Listing Rules of the UK Listing Authority, it is not officially required to comply with the provisions detailed in the UK Corporate Governance Code (the "Code"). However, it is the intention of the Board of Directors (the "Board") to manage the affairs of the Company and its subsidiaries (the "Group") in accordance with the Code, in so far as is practical and appropriate for a public company of this size and complexity. The following are a few examples on how the directors have applied the principles of good corporate governance to manage the Company throughout the year.

The Board

The Board is responsible for directing the strategic objectives of the Company and overseeing the management of the business. Directors are charged with the task of promoting the success of the Company and making decisions in the best interest of the Company. It is satisfied that the Board is under effective operation.

The Board, led by the Chairman, Mr. Graham Malcolm Higgins, approves and monitors the Group's long term objectives and commercial strategies, annual operating budgets and business plans, evaluates performance of the Company, and supervises the management of the Company (the "Management"). Management is responsible for the daily operations of the Group under the leadership of the Chief Executive Officer.

Nomination Committee

The Nomination Committee is responsible to assist the Board in appointing, and where necessary removing, directors and other senior executives and in succession planning. It is also required to review the structure, size and composition of the Board. The Nomination Committee comprises three members, with Mr. Graham Malcolm Higgins (our non-executive chairman), Ms. Anna Louise Thompson (our non-executive director) and Mr. Jay Mervin Shaw (our executive director) as members. The Nomination Committee meets not less than twice per annum. It may also invite other directors and external advisers to attend its meetings as and when appropriate.

Audit Committee

Under the term of reference of the Audit Committee, the Audit Committee is required to monitor the integrity of the financial statements of the Group, including its annual and half-yearly reports, review the adequacy and effectiveness of the Company's internal financial controls and internal control and risk management systems and oversee the relationship between the Company and its external auditor.

The Audit Committee comprises two non-executive directors who possess the relevant financial experience and skill to understand financial statements and contribute to the financial governance, internal controls and risk management of the Company. It is chaired by Ms. Anna Louise Thompson (our non-executive director) with Mr. Graham Malcolm Higgins (our non-executive chairman) as a member. The Chairman of the Audit Committee has full discretion to invite any executive directors to attend its meetings.

Remuneration Committee

The responsibilities of the Remuneration Committee are to assist the Board to review the ongoing appropriateness and relevance of the remuneration policy of the Group and to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company. In discharging its function, the Remuneration Committee may obtain independent external legal and other professional advices as it deems necessary. The expenses of such advices shall be borne by the Company.

The Remuneration Committee comprises two members, chaired by Mr. Graham Malcolm Higgins (our non-executive chairman) with Ms. Anna Louise Thompson (our non-executive director) as members. The Remuneration Committee meets towards the end of each year for determination of remuneration package of executive directors and during the year to consider share options grant and other remuneration related matters. It meets not less than twice per annum.

AIM Compliance Committee

The AIM Compliance Committee is responsible for establishing and reviewing internal procedures within the Company to ensure compliance with the AIM Rules for Companies published by the London Stock Exchange. The AIM Compliance Committee comprises three members, chaired by Mr. John Conoley (our non-executive director) with Mr. Jay Mervin Shaw and Mr. Matthew Chaloner (both executive directors) as members. It meets not less than twice per annum.

Code of Business Conduct and Ethics

The Group has a long-standing commitment to conduct business in compliance with the relevant laws and regulations and in accordance with the highest ethical principles. The NetDimensions Code of Business Conduct and Ethics outlines the principles of the Group's business ethics and is intended to assist all employees in meeting highest standards of personal and professional integrity required during their course of work.

Admission Document

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Admission Document

Memorandum and Articles

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Memorandum and Articles

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