The Directors recognise the importance of, and are committed to, high standards of corporate governance. While the Company is not under an obligation to adopt a governance code on a ‘comply or explain’ basis given its Standard Listing, the Directors have opted to voluntarily adopt and comply with the Corporate Governance Code (2018 edition) published by the Quoted Companies Alliance (the “QCA Code”) (so far as it is practical to do so). In doing so, the Company follows a corporate governance framework, which the Directors believe is proportionate to the risks inherent to the size and complexity of Zamaz’s operations. Further details of this framework are set out below.
The principal duties of the Board are to provide strategic leadership, to determine fundamental management policies and to oversee the performance of the business. The Board is the principal decision-making body for all matters that are significant to the business, whether in terms of their strategic, financial or reputational implications.
The Board has final authority to decide on all issues save for those which are specifically reserved to the general meeting of Shareholders by law or by the Articles. The key responsibilities of the Board include:
- determining Zamaz’s strategy, budget and structure;
- approving the fundamental policies of Zamaz;
- implementing and overseeing appropriate financial reporting procedures, risk management policies and other internal and financial controls;
- proposing the issuance of new Ordinary Shares or other securities, and any restructuring of Zamaz;
- appointing management;
- determining the remuneration policies of Zamaz and ensuring the independence of Directors and that potential conflicts of interest are managed; and
- calling Shareholder meetings and ensuring appropriate communication with Shareholders.
The Board will provide leadership within a framework of prudent and effective controls. The Board will establish the corporate governance values of Zamaz and will have overall responsibility for setting Zamaz’s strategic aims, defining and refining its business plan and strategy and managing its financial and operational resources.
To demonstrate adherence to the QCA Code, the Board will schedule quarterly meetings and will hold additional meetings as and when required. To enable the Board to discharge its duties, all Directors will receive appropriate and timely information. Briefing papers will be distributed to all Directors in advance of Board meetings, and all Directors will have access to the advice and services of the Company Secretary, who is responsible for ensuring that board procedures are followed and that applicable rules and regulations are complied with.
Directors are appointed by the Shareholders and are subject to re-election at the first opportunity after their appointment and they will voluntarily submit to re-election annually.
The Directors may not have applied knowledge of the ongoing regulatory requirements which apply to companies with shares admitted to a Standard Listing and to trading on the Main Market of the London Stock Exchange, particularly with respect to the Listing Rules and the Prospectus Regulation Rules, given that none of the Directors have previously served as a director of a company with shares admitted to a Standard Listing and to trading on the Main Market of the London Stock Exchange, or as directors of any public traded company incorporated in England and Wales or elsewhere, except for Martin Groak (see below). Each of the Directors has, however, acted as a statutory director of a private limited company incorporated in England and Wales, and as such is familiar with, for example, the obligations on statutory directors imposed by the Companies Act.
If the Directors fail to comply with the Listing Rules, the Prospectus Regulation Rules or other applicable legal and regulatory requirements, the admission to a Standard Listing and to trading on the Main Market of the London Stock Exchange of the Ordinary Shares may be suspended and/or cancelled. The Directors believe that such risk is mitigated by the fact that Martin Groak, the Company’s Chairman has experience as a director of companies with shares admitted to trading on AIM and the Aquis Stock Exchange, being Tanfield Group plc and ECP, respectively, and therefore has experience and knowledge of the requirements of certain applicable legal and regulatory requirements (such as the DTRs). Moreover, the Company’s appointed advisers (i.e., the Company Secretary, the English law solicitors, reporting accountants and auditors) are experienced in advising on ongoing regulatory requirements for companies with shares admitted to a Standard Listing and to trading on the Main Market of the London Stock Exchange, and, accordingly, the Directors will be able to draw upon the advice of such advisers in order to discharge their responsibilities and satisfy the ongoing regulatory requirements applicable to the Company. In particular, the Directors have received memoranda from the Company’s English law solicitors detailing the responsibilities of directors of a company with shares admitted to a Standard Listing and to trading on the Main Market of the London Stock Exchange, and have had the opportunity to ask related questions to such firm, and, accordingly, do have knowledge (albeit not applied knowledge) of the ongoing regulatory requirements which apply to companies with shares admitted to a Standard Listing and to trading on the Main Market of the London Stock Exchange.
Moreover, in order to mitigate this risk further, the Directors have committed, to the extent deemed appropriate from time to time, to invite representatives of the Company’s English law solicitors and reporting accountants and auditors to meetings of the Board, Audit and Risk Committee and, where time permits given the requirements of UK MAR, the Disclosure Committee to assist the Directors in compliance with the Listing Rules, the Prospectus Regulation Rules and other applicable legal and regulatory requirements.
The Board otherwise believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities following Admission, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making. The Company will appraise the structure of the Board on an ongoing basis.
The Board is responsible for Zamaz’s objectives and strategies, including the approval of additions of any brand to its Brand Portfolio. The Board is to be also responsible for the identification and evaluation of business opportunities, structuring and execution of any business opportunity and determination and execution of any strategy related to any such business opportunity.
The Company has established the following committees of the Board, each with formally delegated duties and responsibilities:
- a Remuneration Committee;
- a Nomination Committee;
- a Audit and Risk Committee; and
- a Disclosure Committee.
If the need should arise, the Board may set up additional committees as appropriate.
The members of each committee are as follows:
|Remuneration||Martin Groak||Dominic White
|Nomination||Daniele Besnati||Martin Groak|
|Audit and Risk||Martin Groak||Daniele Besnati|
|Disclosure||Dominic White||Martin Groak|
The Remuneration Committee will be responsible for the review and recommendation of the scale and structure of remuneration for Directors and any senior management, including any bonus arrangements or the award of share incentive schemes with due regard to the interests of the Shareholders and other stakeholders. The Remuneration Committee must have at least two members. Members of the Remuneration Committee are appointed by the Board. The Remuneration Committee will comprise Martin Groak (as chair), Dominic White and Daniele Besnati, and will meet at least once a year.
The Nomination Committee will lead the process for board appointments and make recommendations to the Board. The Nomination Committee shall evaluate the balance of skills, experience, independence and knowledge on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee must have at least two members. Members of the Nomination Committee are appointed by the Board. The Nomination Committee will comprise Daniele Besnati (as chair) and Martin Groak, and will meet as and when necessary, but at least once each year.
Audit and Risk Committee
The Audit and Risk Committee will be responsible for making recommendations to the Board on the appointment of auditors and the auditor’s fee, for ensuring that the financial performance of Zamaz is properly monitored and reported, and for meeting with the auditors. In addition, the Audit and Risk Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of Zamaz, and will be responsible for Zamaz’s internal controls and risk management systems, whistleblowing, internal and external audits.
The Audit and Risk Committee must have at least two members. Members of the Audit and Risk Committee are appointed by the Board. The Audit and Risk Committee will comprise Martin Groak (as chair) and Daniele Besnati, and will meet at least twice a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required.
The Disclosure Committee will be responsible for ensuring timely and accurate disclosure of all information that is required to be so disclosed to the market to meet the legal and regulatory obligations and requirements arising from the Standard Listing and admission to trading on the Main Market of the London Stock Exchange of the Ordinary Shares, including the Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR. The Disclosure Committee must have at least two members and will meet at such times as shall be necessary or appropriate. Members of the Disclosure Committee are appointed by the Board. The Disclosure Committee will comprise Dominic White (as chair), and Martin Groak. The Disclosure Committee will meet as often as necessary to fulfil its responsibilities.