The Directors support the highest standards of corporate governance and intend to observe the requirements of The UK Corporate Governance Code (formerly the Combined Code) to the extent they consider appropriate in light of the Company's size, stage of development and resources.
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Whilst there is no equivalent to The UK Corporate Governance Code in the BVI, the BVI Business Companies Act 2004 brings with it a more formalised approach to corporate governance, particularly in the areas of the laws and rules as to Directors' duties and liabilities and shareholders’ rights, which apply to all BVI companies.
Premier will hold regular board meetings as issues arise that require the attention of the Board. The Directors will be responsible for formulating, reviewing and approving the Company's strategy, budget, major items of capital expenditure and senior personnel appointments.
The Company has established and adopted terms of reference for it’s Remuneration Committee, Audit Committee and Disclosure Committee with formally delegated duties and responsibilities.
The Remuneration Committee comprises of Mr Ian Stalker, Mr Michael Foster and is chaired by Mr Stalker. The Remuneration Committee assumes general responsibility for assisting the Board in respect of remuneration policies for Premier and to review and recommend remuneration strategies for the Company and proposals relating to compensation for the Company's officers, directors and consultants and to assess the performance of the officers of the Company in fulfilling their responsibilities and meeting corporate objectives. It has the responsibility for, inter alia, administering share and cash incentive plans and programmes for Directors and employees and for approving (or making recommendations to the Board on) share and cash awards for Directors and employees.
The Audit Committee, which comprises of Mr Michael Foster, Mr Russel Swarts and Mr Ian Stalker, and is chaired by Mr Stalker, is responsible for the appointment of auditors and the audit fee, and for ensuring that the financial performance of the Company is properly monitored and reported. The Audit Committee, inter alia, meets with the Company's external auditor and its senior financial management to review the annual and interim financial statements of the Company, oversees the Company's accounting and financial reporting processes, the Company's internal accounting controls and the resolution of issues identified by the Company's auditors.
The Disclosure Committee, which comprises of Mr Michael Foster, Mr Ian Stalker and Mr Brendan Roach, and is chaired by Mr Foster. The Disclosure Committee assume general responsibility for approval, and monitor compliance with, the Company’s disclosure controls and procedures. It has the responsibility, inter alia, determining whether information is inside information, deciding whether the inside information is to be announced as soon as possible and reviewing the scope, content and accuracy of disclosure. The Company has adopted a share dealing code governing the share dealings of the Directors and applicable employees during close periods and is in accordance with Rule 21 of the AIM Rules.
In addition the Company intends that, and will ensure that, the following information is disclosed in accordance with Rule 26 of the AIM Rules and updated accordingly:
- The names of the directors and biographical details;
- Board Committees;
- Country of incorporation and main country of operation. (The Company is incorporated in British Virgin Islands (BVI) with registration number 1426861.);
- Current constitutional documents;
- Company announcements;
- Admission document and circulars
- Details of any other exchanges or trading platforms, if and when they occur in the future. (The Company is not listed on any other exchanges or trading platforms);
- Financial information;
- Number of securities in issue; and
- Details of any restrictions on the transfer of securities, if they occur in future. (There are no restrictions on the transfer of securities, currently).
The Nomination Committee meets as required to consider the composition of and succession planning for the Board, and to lead the process of appointments to the Board. The Committee is made up of Mr George Roach and Mr Ian Stalker, and is chaired by Mr Roach.
AIM Compliance Committee
The AIM Compliance Committee comprises Mr Ian Stalker, Mr Michael Foster and Mr Brendan Roach, and is chaired by Mr Stalker. The AIM Compliance Committee is responsible for monitoring compliance with AIM Rules and to liaise with the Company’s Nominated Advisor.
The As a non-UK domiciled company, Premier is not subject to the City Code even though the Company’s securities are admitted to trading on AIM. As a result, neither a takeover of the Company nor certain stake holding activities of a Shareholder would be governed by the City Code. Furthermore, there is no Takeover Code or similar regulation of takeover offers applicable in the BVI. However, the Directors have incorporated various City Code provisions into the Articles which, to a large extent, mirror the equivalent provisions of the City Code.
Under Article 28, which seeks to replicate Rule 9 of the City Code, if a Shareholder (or person acting in concert with such Shareholder) acquires an interest in shares (as defined in the City Code) whether by a single transaction or a series of transactions over a period of time which, when taken together with any interest in shares in the capital of the Company already held by him or any interest in shares in the capital of the Company held or acquired by persons acting in concert with him, in aggregate carries 30 per cent. or more of the voting rights of the Company, that Shareholder is normally required to make a general offer to all the remaining Shareholders to acquire their shares in the capital of the Company.
Similarly, when any Shareholder, together with persons acting in concert with him, is interested in shares in the capital of the Company, which, in aggregate, carry not less than 30 per cent. of the voting rights of the Company but does not hold shares in the capital of the Company carrying more than 50 per cent. of such voting rights, a general offer will normally be required to be made by such Shareholder if any further interests in shares are acquired by any such person. Such an offer must be in cash or be accompanied by a cash alternative and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the Company during the 12 months prior to the date when such offer should have been announced.