The Directors recognise the importance of sound corporate governance and have adopted the QCA Code, as published by the Quoted Companies Alliance.
The Group’s purpose, business model and strategy is set out in paragraphs 3 and 9 of the Admission Document
The Board will be responsible for the management of the business of the Group, setting the strategic direction and establishing the policies of the Group. It will be the Board’s responsibility to oversee the financial position of the Group and monitor the business and affairs of the Group on behalf of the Shareholders, to whom the Directors are accountable. The primary duty of the Board will be to act in the best interests of the Group at all times. The Board will also address issues relating to internal control and the Group’s approach to risk management.
The Group will hold board meetings monthly and whenever issues arise which require the urgent attention of the Board.
The Board believes that, it has an appropriate balance of sector, financial and public markets skills and experience, an appropriate balance of personal qualities and capabilities and an appropriate balance between executive and non-executive directors.
Uzi Moskovici, John Taylor and Harel Kodesh are deemed to be independent non-executive directors. The non-executive directors will be expected to devote at least two days per month to the affairs of the Company and such additional time as may be necessary to fulfil their roles.
The Group has established a remuneration committee (the “Remuneration Committee”) and an audit committee (the “Audit Committee”) with formally delegated duties and responsibilities.
The Remuneration Committee comprises Harel Kodesh as Chairman, Uzi Moscovici and John Taylor, and meets not less than twice each year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Group.
The Audit Committee comprises John Taylor as Chairman, Harel Kodesh and Uzi Moscovici and meets not less than twice a year. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Group.
The Group will seek to engage with shareholders to understand the needs and expectations of all elements of the Company’s shareholder base. John Taylor will have specific responsibility on the Board for shareholder liaison.
The Board believes that its stakeholders (other than shareholders) are its employees, its customers [and the consumers who are protected from online fraud due to its activities]. In order to understand their needs, interests and expectations the Group will work directly and closely with customers, staff [and other consumer organisations] to enhance its products to obtain the best results to prevent online fraud and security breaches.
The Board regularly reviews the effectiveness of its performance as a unit, as well as that of its committees and the individual directors and will monitor and promote a healthy corporate culture.
The Group has adopted and operates a share dealing code governing the share dealings of the directors of the Company and applicable employees with a view to ensuring compliance with the AIM Rules.