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AIM RULE 26
Corporate Governance
  • Introduction
  • Audit Committee
  • Remuneration Committee
  • Nomination Committee
  • General Meeting Resolutions

 

Introduction

 

Bagir acknowledges the importance of high standards of Corporate Governance.

 

On 8 March 2018, the London Stock Exchange issued AIM Notice 50, confirming changes to be made to the AIM Rules for Companies (and to the AIM Rules for Nominated Advisers).

 

The revised AIM Rules came into effect on 30 March 2018. The Corporate Governance Code, published by the Quoted Companies Alliance, sets out a best practice standard for small and mid-sized quoted companies, particularly AIM companies.

 

Accordingly, the Board of Bagir Group decided, to continue the practice that it followed since the IPO in 2014 and to adopt and comply with the QCA Corporate Governance Code (2018 edition) and the following compliance documents have been reviewed by the Board on 20 September 2018.

 

 

 

Company’s Corporate Governance
Compliance with the QCA Code

Click here to download a copy of the
Company’s Corporate Governance Compliance with the QCA Code

 

 

 

Company’s Corporate Governance
Board Reserved Matters

Click here to download a copy of the
Company’s Corporate Governance Board Reserved Matters

 

 

 

 

 

Company’s Code of Conduct

Click here to download a copy of the
Company’s Code of Conduct

 

Audit Committee

 

Bagir’s audit committee comprises Esti Maoz, Samuel Vlodinger, New Non-executive External Director (to be appointed*) and is chaired by Esti Maoz. 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.

 

* The External Director Jonathan Feldman has informed the Board that he wishes to step down from the Board at the AGM that was held on 4 September 2018, to pursue other business opportunities. The Board have commenced a formal process to identify a suitable successor as Non-executive External Director as soon as possible. Once a candidate has been agreed by the Board, the Board shall convene an Extraordinary General Meeting in order to approve the nomination of the new Non-executive External Director.

 

 

Terms of reference
of the Audit Commitee

Click here to download
a copy of the Terms of reference
of the Audit Commitee

 

Remuneration Committee

 

Bagir’s remuneration committee comprises Esti Maoz, Samuel Vlodinger, New Non-executive External Director (to be appointed*) and is chaired by Esti Maoz. 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.

 

* The External Director Jonathan Feldman has informed the Board that he wishes to step down from the Board at the AGM that was held on 4 September 2018, to pursue other business opportunities. The Board have commenced a formal process to identify a suitable successor as Non-executive External Director as soon as possible. Once a candidate has been agreed by the Board, the Board shall convene an Extraordinary General Meeting in order to approve the nomination of the new Non-executive External Director.

 

 

Terms of reference
of the Remuneration Committee

Click here to download
a copy of the Terms of reference

of the Remuneration Committee

 

Nomination Committee

 

Bagir’s nomination committee comprises Esti Maoz, Tessa Laws, New Non-executive External Director (to be appointed*) and is chaired by Tessa Laws. 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.

 

* The External Director Jonathan Feldman has informed the Board that he wishes to step down from the Board at the AGM that was held on 4 September 2018, to pursue other business opportunities. The Board have commenced a formal process to identify a suitable successor as Non-executive External Director as soon as possible. Once a candidate has been agreed by the Board, the Board shall convene an Extraordinary General Meeting in order to approve the nomination of the new Non-executive External Director.

 

 

 

Terms of reference
of the Nomination Committee

Click here to download
a copy of the Terms of reference
of the Nomination Committee

 

General Meeting Resolutions

 

Please find herewith the Company’s general meetings voting results, starting the adoption of the QCA Corporate Governance Code by the Board as reviewed and published on our website on 20 September 2018 in compliance with AIM Rule 50.

 

Results of EGM held on 9 October 2018

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