Governance

Governance

This page was last updated on 05 February 2025

The Board is committed to sound corporate governance practices, which both are in the interest of its Shareholders and contribute to effective and efficient decision-making. Details of how the Company complies with the QCA Code can be found here

The Board is comprised of five Directors, of which two are Executive Directors and three are Non-Executive Directors. The Board considers Mark Fahy, Kiri Cavill and David Hitchcock OBE to be independent Non-Executive Directors under the criteria identified in the QCA Code.

The Directors also recognise the importance of sound corporate governance and have taken account of the requirements of the QCA Code to the extent that they consider appropriate having regard to the Company’s size, board structure, stage of development and resources. In addition, the Group has adopted anti-bribery and corruption and whistle-blowing policies to ensure it operates in an ethical and sustainable manner. The Group fully endorses the aims of the Modern Slavery Act 2015 and take a zero-tolerance approach to slavery and human trafficking within the Group and supply chain.

The QCA Code recommends that the 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 RC Fornax, the QCA Code recommends that the board should include at least two non-executive directors who are deemed to independent for the purposes of the QCA Code. As noted above, the independent Non-Executive Directors of the Company are Mark Fahy, Kiri Cavill and David Hitchcock

The company will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the company’s strategy, budget and major items of capital expenditure. The Directors have established an audit committee, a nominations committee and a remuneration committee with formally delegated rules and responsibilities.

Board Committees

The Directors have established an audit committee, a nominations committee and a remuneration committee with formally delegated rules and responsibilities.

Remuneration Committee

The Remuneration Committee, which will comprise Mark Fahy (as chairperson), with its members consisting of Kiri Cavill and David Hitchcock, will meet at least twice a year. The committee will be 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 Company.

Audit Committee

The Audit Committee, which will comprise Kiri Cavill (as chairperson), with its members consisting of David Hitchcock and Mark Fahy, will meet at least three times a year. The committee will be 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 Company 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 Company. The Audit Committee will also consider, manage and report on the risks associated with the Company as well as overseeing the Company’s compliance with the AIM Rules and UK MAR concerning disclosure of inside information.

Nomination Committee

The Nomination Committee, which will comprise David Hitchcock (as chairperson), with its members consisting of Kiri Cavill and Mark Fahy, will meet at least twice a year. This committee is responsible for reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure the Board operates effectively as well as being responsible for the annual evaluation of the performance of the Board and of individual directors. The Nomination Committee is expected to meet when necessary to do so. The Nomination Committee also identifies and nominates suitable candidates to join the Board when vacancies arise and makes recommendations to the Board for the re-appointment of any Non-Executive Directors.

Company Policies

Share Dealing Policy

The Company will operate its Share Dealing Code, which is compliant with Article 19 of UK MAR and Rule 21 of the AIM Rules. The Share Dealing Code will apply to any person discharging management responsibility, including the Directors, and the senior management and any closely associated persons and applicable employees.

The Share Dealing Code imposes restrictions beyond those that are imposed by law (including by FSMA, UK MAR and other relevant legislation) and its purpose is to ensure that persons discharging managerial responsibility and persons connected with them do not abuse, and do not place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of financial results. The Share Dealing Code sets out a notification procedure which is required to be followed prior to any dealing in the Company’s securities.

Continuous Disclosure Policy

The Company has adopted a Continuous Disclosure Policy to assist in ensuring compliance with its continuous disclosure obligations. A committee has also been established to assist and inform the decisions of the Board concerning the identification of inside information and price sensitive information and to make recommendations about how and when the Company should disclose such information in accordance with the Continuous Disclosure Policy.

Anti-bribery and Corruption Policy

The Company has adopted an anti-bribery and corruption policy which applies to the Board and employees of the Group. It sets out their responsibilities in observing and upholding a zero tolerance position on bribery and corruption in all the jurisdictions in which the Group operates as well as providing guidance to those working for the Group as to the procedure to be followed and how to deal with bribery and corruption issues and the potential consequences. The Company expects directors, officers, employees, suppliers, contractors and consultants to conduct their day-today business activities in an honest and ethical manner, to be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it. Managers at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.

Whistleblowing Policy

The Company has adopted a whistleblowing policy which applies to all employees (including applicants and former employees), workers and officers of the organisation (collectively “workers”). Other individuals performing functions in relation to the organisation, such as supplier staff, agency workers, apprentices, consultants and contractors, are encouraged to use it. The policy aims to provide protection for workers who raise legitimate concerns about alleged wrongdoing. It also protects those persons who assist workers in the reporting process.