The directors of the Company (“Directors” and together the “Board”) recognise the importance of sound corporate governance and to date, have applied the recommendations of the Quoted Companies Alliance Corporate Governance Code for small and mid-sized companies 2013 (the “QCA Code”), in so far as it was deemed appropriate for the Company. As the Company is listed on AQSE Growth Market, it is required to provide details of a recognised corporate governance code and the Board have decided to continue to apply this code and its replacement The QCA Corporate Governance Code that was published in April 2018.
As a company incorporated in the Cayman Islands, Fenikso is not a subject to the UK City Code on Takeovers and Mergers (City Code), or any other such legislation or code in its country of incorporation or operation. Fenikso has voluntarily adopted provisions in its Articles of Association of similar effect to Rule 9 of the City Code.
The Board will meet regularly and be responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls. The Board will have a formal schedule of matters specifically reserved to it for decision, including matters relating to major capital expenditure, management structure and appointments, strategic and policy considerations, corporate transactions and finance. The Board will be responsible for establishing and maintaining the Group’s system of internal financial controls and importance is placed on maintaining a robust control environment. The key procedures which the Board intends to establish with a view to providing effective internal financial control include the following:
- the Company will institute a monthly management reporting process to enable the Board to monitor the performance of the Group;
- the Board will adopt and review a comprehensive annual budget for the Group. Monthly results will be examined against the budget and deviations will be closely monitored by the Board;
- the Board will be responsible for maintaining and identifying major business risks faced by the Group and for determining the appropriate courses of action to manage those risks; and
- fully consolidated management information will be prepared on a regular basis, at least half yearly.
The Board recognises, however, that such a system of internal financial control can only provide reasonable, not absolute, assurance against material misstatement or loss. The effectiveness of the system of internal financial control operated by the Group will therefore be subject to regular review by the Board in light of the future growth and development of the Company and adjusted accordingly. To enable the Board to discharge its duties it is intended that all of the Directors will receive timely information in respect of the affairs of the Group.