Corporate Governance
Although there are no corporate governance requirements under the laws of the Isle of Man, the Directors acknowledge the importance of the Combined Code and, following Admission, intend to comply with its principles so far as is practicable and appropriate given the size of the Company and the constitution of the Board.
The Board also intends that the Company
should operate substantially in compliance with the QCA Corporate Governance
Guidelines for AIM Companies to the extent considered applicable to the
Company.
The Board has established an Audit
Committee and a Remuneration Committee, each with formally delegated rules and
responsibilities. Each of these
committees will meet regularly, and at least twice each year. Each of the Committees contains two
independent non-executive directors, in accordance with the QCA Guidelines.
Audit
Committee
On Admission, the Audit Committee
comprises Dr. John Robertson, Mr. Gordon Toll and Sarangua Davaadorj and will
be chaired by Dr. John Robertson.
The Audit Committee will meet at least
three times a year and has an agenda linked to events in the Group’s financial
calendar, including a review of the Company’s annual and half yearly results,
the review of the internal controls of the Group and ensuring that the
financial performance of the Group is properly reported and monitored. The Audit Committee is responsible, inter
alia, for:
(a) considering the appointment of the auditors of the Group, their fees, any questions of or relating to their resignation or removal and their objectivity and independence in the conduct of the audit, and reviewing the nature and extent of non-auditing services provided by the auditors, seeking to balance the maintenance of objectivity and value for money;
(b) discussing with the auditors before the audit commences the nature and scope of the audit and reviewing the audit process;
(c) monitoring the integrity of the financial statements of the Company and any formal announcements relating to the Company’s financial performance, reviewing significant financial reporting judgments contained in them, including reviewing the half-yearly and annual financial statements before submission to the Board;
(d) reviewing the Company’s internal control systems; and
(e) considering such other matters as the Board may from time to time refer to it.
The Audit Committee is required to
report its findings to the Board and identifying any matters in respect of
which it considers that action or improvement is needed.
Remuneration
Committee
The Remuneration Committee consists of
Mr. Gordon Toll, Dr. Janchiv Oyungerel and Dr. John Robertson and will be
chaired by Dr. Janchiv Oyungerel. The Remuneration Committee will review the performance
of the Executive Directors and the scale and structure of their remuneration. The Remuneration Committee will also make
recommendations to the Board regarding employee incentives including
performance related pay, profit sharing schemes or share incentive schemes.
The Company has adopted a model code
for dealing in Ordinary Shares by Directors and employees which is appropriate
for an AIM-quoted company.
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Rule 26