The London Stock Exchange’s AIM Rules for Companies require all AIM listed companies to adopt and comply with a recognised corporate governance code. The Board recognises the importance of good corporate governance in the management of the Company and in achieving its strategic goals. Accordingly, the Company has adopted the Corporate Governance Code for Small and Mid-Size Quoted Companies from the Quoted Companies Alliance (“the QCA Code”).
The Board will annually assess its compliance with the QCA Code and will consider, as part of that review, whether the QCA Code continues to remain the most appropriate code for the Company to adopt. The Corporate Governance statement has been approved by the Company’s Board of Directors (the “Board”) in accordance with the recommendations of the Code.
My principal role as Chairman of EnergyPathways plc, is to manage and to provide leadership to the Board. My role is to lead the Company, ensuring sound corporate governance and establishing a strong and sustainable corporate culture of respect, integrity, honesty and transparency.
The Chairman is responsible for ensuring that the Board is effective in determining and implementing the Company’s vision and strategy as well as defining the Company’s culture. The Chairman is accountable to the Board and is responsible for providing strong leadership and enabling the Board to operate effectively. The Chairman is not responsible for executive matters regarding the Group’s business.
The Chairman must demonstrate ethical leadership and promote the highest standards of integrity, probity and corporate governance throughout the Group and at Board level.
This statement explains how the ten principles of the Code are applied by the Company and, where the Company departs from the Code, an explanation of the reasons for doing so is provided.
The Directors recognise their responsibility for the proper management of the Company and are committed to maintaining a high standard of corporate governance. The Directors also recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. The Company has adopted the QCA Code.
The QCA Code recommends that a board of directors should include a balance of executive and non-executive directors, such that no individual or small company of individuals can dominate the board’s decision taking. In the case of a smaller company, such as the Company, the QCA Code recommends that the board should include at least two non-executive directors who are deemed to be independent for the purposes of the QCA Code. The Board comprises three executive directors and three non-executive Directors (including the Chairman), reflecting a blend of different skills, experiences and backgrounds. Mark Steeves, and Horácio De Brito Carvalho are considered to be independent for the purposes of the QCA Code.
The Company holds regular board meetings and the Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Company has established the Remuneration Committee and the Audit Committee and the ESG Energy Transition Committee with formally delegated duties and responsibilities and has adopted a share dealing code and an anti-bribery and corruption policy.
In accordance with the AIM Rules, set out below are details of how the Company complies with the QCA Code.