The following information is disclosed in accordance with Rule 26 of the AIM regulations.
The Directors of the Company are responsible for preparing the financial information in accordance with International Financial Reporting Standards as adopted by the European Union. It is our responsibility to form an opinion on the financial information and to report our opinion to you.
Save for any responsibility arising under paragraph (a) of Schedule Two to the AIM Rules for Companies to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Annex I item 23.1 of the Prospectus Directive Regulation as applied by Paragraph (a) of Schedule Two to the AIM Rules for Companies, consenting to its inclusion in the Admission Document.
The Directors recognise the importance of sound corporate governance and intend to comply with the good governance guidelines set out in the Corporate Governance Code for Small and Mid-Size companies (published in May 2013 by the Quoted Companies Alliance (“QCA”)) (“Corporate Governance Guidelines”), to the extent appropriate for a company of its nature and size. The Corporate Governance Guidelines were devised by the QCA, in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. An alternative code was proposed because the QCA considers the Corporate Governance Code to be inappropriate to many AIM companies. The Corporate Governance Guidelines state that, ‘‘the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term.’’
The Board comprises a Chairman, four executive directors and two non-executive directors. The Board meets regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, the Directors receive appropriate and timely information. Briefing papers are distributed to the Directors in advance of Board meetings. The Directors have access to the advice and services of the Company Secretary and the Chief Financial Officer, who are responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.
Terms of Reference & Committees
The Audit and Risk Committee will have Christopher Collins as Chairman, and will have primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders.
The Audit and Risk Committee will meet at least twice a year. Peter George will be the other member of the Audit and Risk Committee.
The Remuneration Committee will have Christopher Collins as Chairman, and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders.
The Remuneration Committee will meet at least twice a year. Peter George and Stephen Stamp will be the other members of the Remuneration Committee.
The Nomination Committee will have Peter George as Chairman, and will identify and nominate for the approval of the Board, candidates to fill board vacancies as and when they arise.
The Nomination Committee will meet at least twice a year. Dr. Miroslav Reljanovic and Christopher Collins will be the other members of the Nomination Committee.
Documentation and Announcements
Number of Ordinary Shares in issue: 40,504,806
Shares not in public hands (owned by Directors) 44.67%
Dr. Miroslav Reljanovic 43.53%
Octopus Investments 7.55%
Slater Investments Ltd 7.85%
Fullbrok Thorpe Investments LLP 3.53%
Business Growth Fund PLC 3.53%
Welcome Trust 3.35%
In addition to the AIM market, the Company’s shares are also traded on Xetra, the electronic trading system of Deutsche Börse AG in Germany. The ISIN is GB00BN7ZCY67 and the ticker symbol is ZEMGR.
The Company is subject to the UK City Code on Takeovers and Mergers
This information is being provided for AIM Rule 26 compliance
This site was last updated 19/04/17