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AIM RULE 26
Corporate Governance

Introduction

Bagir acknowledges the importance of high standards of corporate governance.  The Corporate Governance Code, published by the Quoted Companies Alliance, sets out a minimum best practice standard for small and mid-sized quoted companies, particularly AIM companies.

 

Whilst no formal corporate governance code has been adopted, the board of directors intends to comply with the requirements of the Corporate Governance Code to the extent that it is considered appropriate and having regard to the company's size, board structure, stage of development and resources.  The board will meet at least four times a year to review, formulate and approve the company's strategy, budget, corporate actions and major items of capital expenditure.  The board has established an audit committee, a remuneration committee and a nomination committee, each with formally delegated duties and responsibilities and written terms of reference.

 

 

Audit Committee

Bagir’s audit committee comprises Donald Stewart, Fiona Holmes and Samuel Vlodinger and is chaired by Samuel Vlodinger. The audit committee has the primary responsibility for monitoring the quality of internal controls to ensure that the financial performance of the Company is properly measured and reported on.

 

The audit committee, inter alia, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company.

 

 

Remuneration Committee
Bagir’s remuneration committee comprises Donald Stewart, Fiona Holmes and Samuel Vlodinger and is chaired by Samuel Vlodinger. The remuneration committee reviews the performance of the executive Directors and make recommendations to the Board in respect of the Directors’ remuneration and benefits packages, including share options and the terms of their appointment.

 

The remuneration committee will make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time.

In exercising this role, the Directors shall have regard to the recommendations put forward in the Corporate Governance Code.

 

 

Nomination Committee

Bagir’s nomination committee comprises Fiona Holmes, Tessa Laws and Donald Stewart and is chaired by Donald Stewart. The nomination committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning.

 

The nomination committee also has responsibility for recommending new appointments to the Board and to the other Board committees. It is responsible for identifying suitable candidates for board membership and monitoring the performance and suitability of the current Board on an on-going basis.

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