CORPORATE GOVERNANCE

 

SUPERSEACH PLUS PLC

 

The Directors are committed to maintaining high standards of corporate governance and fully comply with the QCA Code with the exception of not having a risk management committee as the directors do not consider this a necessary function given the Company's current size. However this is constantly under review. The Board includes four non-executive directors, RICHARD WALKER, WAI MAN HUI, KA LING CHEUNG and KAI SUN CHEUNG. Given the relatively small size of the Board, the Directors consider that the Board has the appropriate balance between executive and non-executive directors, and that this is sufficient for the Board to be considered independent as a whole. The Directors consider that this structure is appropriate for the size and nature of the Company, although this is also kept under regular review. A more detailed set of key principles that the Company follows with respect to its Corporate Governance can be found in the documents section of this website. The Board, which will have zoom meeting not less than twice times a year, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the Directors are communicating effectively with the Company's AQSE Corporate Adviser regarding the Company's ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements, notifications and potential transactions. The Board has established an Audit and Risk, Remuneration and Compliance Committee with formally delegated duties and responsibilities.

 

Audit Committee

The Board has established an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee will be chaired by Kai Sun Cheung and its other member is Foelan Wong. The Audit and Risk Committee will meet at least twice a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes.

 

Remuneration Committee

The Remuneration Committee will be chaired by Ka Ling Cheung and its other member is Foelan Wong. It is expected to meet not less than two times a year. The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Company’s policy on remuneration of senior executives and specific remuneration packages for executive directors and the Chairman, including pension rights and compensation payments. It is also responsible for making recommendations for the grants of options and other equity incentive scheme in operation from time to time. The remuneration of non-executive directors is a matter for the Board. No director may be involved in any discussions as to their own remuneration.

 

AQSE Growth Market Rules Compliance Committee

The Board has agreed that the AQSE Growth Market Rules Compliance Committee will be chaired by Richard Walker and comprised of the whole Board as a whole and will be responsible for ensuring that the Company has sufficient procedures, resources and controls to enable it to comply with the AQSE Growth Market Rules for Issuers and will zoom meeting not less than twice a year.

 

The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee at this stage of the Company’s development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole.

 

Share Dealing Code

The Company has adopted a share dealing code in relation to dealings in securities of the Company by the Directors and Persons Discharging Managerial Responsibility (“PDMR”) which is appropriate for a company whose shares are traded on the AQSE Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with UK legislation, including the Market Abuse Regulation. It should be noted that the insider dealing legislation set out in the UK Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in its Ordinary Shares.

 

The Company has also implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the board, employees and consultants comply with the UK Bribery Act 2010. The Directors have established financial controls and reporting procedures, which are considered appropriate given the size and structure of the Company.