- Corporate Overview
- Board of Directors
- Corporate Governance
- Corporate Documents
- Reports & Accounts
- News & Announcements
- Securities Information
- AIM Rule 26
The Corporate Governance Code applies to companies on the premium segment of the Official List and companies whose shares are admitted to trading on AIM are not required to comply with it. In addition, there is no applicable regime of corporate governance to which the directors of a Jersey company must adhere, over and above the general fiduciary duties and duties of care, skill and diligence imposed on such directors under Jersey law. However, the Directors recognise the importance of sound corporate governance and intend that the Group will comply with the provisions of the QCA Guidelines, insofar as they are appropriate given the Group's size, stage of development and resources. As the Company grows, the Directors intend that it should develop policies and procedures which further reflect the Corporate Governance Code, so far as it is practicable taking into account the size and nature of the Company.
The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters. The Board will meet at least six times a year to review, formulate and approve the Company’s strategy, budget, corporate actions and major items of capital expenditure.
The Board comprises Directors reflecting a blend of different experiences and backgrounds. The Board contains "independent" non-executive Directors under the criteria identified in the QCA guidelines.
The Company has established properly constituted audit, remuneration, nomination and AIM Rules compliance committees of the Board with formally delegated duties and responsibilities.
The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee meets not less than twice in each financial year and has unrestricted access to the Group’s auditors. Members of the audit committee are Martin David Howard Bloom, who acts as chairman of the committee, and Datuk Haji Radzali Bin Hassan and Dato’ Dr. Sivamohan S Namasivayam.
The remuneration committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration packages and terms of employment. The committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. Members of the remuneration committee are Dato’ Dr. Sivamohan S Namasivayam, who acts as chairman of the committee, and Martin David Howard Bloom and Datuk Radzali Bin Hassan. No Director is involved in any discussions as to his own remuneration.
The nomination committee is responsible for identifying and nominating Directors and recommending Directors to be appointed to each committee of the Board and the chair of each such committee. The committee also arranges for evaluation of the Directors. The committee consists of Datuk Haji Radzali Bin Hassan, who acts as chairman, and Martin David Howard Bloom and Dato’ Dr. Sivamohan S Namasivayam. The committee will meet at least twice a year and otherwise as required.
AIM Rules Compliance Committee
The AIM Rules compliance committee ensures that procedures, resources and controls are in place to ensure AIM Rules compliance by the Company is operating effectively at all times and that the executive directors are communicating as necessary with the Company’s nominated adviser regarding ongoing compliance with the AIM Rules for Companies, in particular Rules 11, 17, 18 and 19, including without limitation in relation to all announcements and notifications and proposed or potential transactions. The committee works closely with the Board to ensure that the Company’s nominated adviser is provided with any information it reasonably requests or requires in order for it to carry out its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisers. The members of the committee are Martin David Howard Bloom, who acts as chairman of the committee, Datuk Haji Radzali Bin Hassan and Dato’ Dr. Sivamohan S Namasivayam.
The City Code
Green & Smart Holdings plc is a public company incorporated in Jersey, Channel Islands, and whose securities are traded on AIM, a market operated by the London Stock Exchange plc. The UK City Code on Takeovers and Mergers (the “City Code”) applies to all companies who have their registered office in the UK, Channel Islands or Isle of Man and whose securities are traded on AIM. Accordingly, the City Code applies to Green & Smart Holdings plc.
As Green & Smart Holdings plc is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.