Corporate Governance

Bould Opportunities

Corporate Governance

Bould Opportunities Plc

Statement of Compliance with the QCA Corporate Governance Code

This disclosure was last reviewed and updated on 26 April 2019

Introduction

The board of Bould Opportunities Plc (the “Company”) has adopted the 2018 QCA Corporate Governance Code (the “QCA Code”). The Board intends to take appropriate measures to ensure that the Company complies with the QCA Code.

Principle 1 Establish a strategy and business model which promote long-term value for shareholders

The Company is an AIM Rule 15 cash shell and as such is required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from completion of the date which the Company became an AIM Rule cash shell or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million). Accordingly, the Company’s strategy is to fulfil either of the above AIM Rule 15 cash shell criteria.

The Board therefore believes that the purpose of the Company, its business model and its strategy are clearly stated.

Principle 2 Seek to understand and meet shareholder needs and expectations

The Company maintains an enquiries email address on its website. Enquiries that are received will be directed to an appropriate person, who will consider an appropriate response, although the Company may be required to exercise discretion as to how shareholder questions shall be responded to.

Because the current strategy has been made clear to Shareholders via regulatory announcements (which are available on the Company website also), the Board believes that regular shareholder contact is less applicable as with a regularly trading company. Contact is capable of being maintained with the Company’s larger shareholders.

The Company is required to hold an AGM in each year, which gives investors the opportunity to enter into dialogue with the Board and for the Board to receive feedback and take action if and when necessary. Where voting decisions are not in line with the Company’s expectations the Board intends to engage with those shareholders to understand and address any issues as appropriate.

The Board as a whole have responsibility for ensuring that a satisfactory dialogue with Shareholders occurs, which the Board believes is the case.

Principle 3 Take into account wider stakeholder and social responsibilities and their implications for long-term success.

The Board has oversight, accountability and contact with key resources and relationships. The Board understands the importance of engagement with its stakeholders and that this strengthens relationships and helps with business decisions in order to deliver the investment policy.

On the basis of the Directors’ experience and their knowledge from the operation of the Company, the Directors believe that the key resources and relationships on which the Company relies (aside from the Company’s shareholders) are its shareholders, members of staff of professional advisors, auditors, regulators and industry bodies.

Among our service providers and advisers, we would like to highlight the Company’s Nominated Adviser with whom the Board communicates and works with in order to ensure compliance of the Group operations with the requirements of AIM and it’s Broker.

Shareholders

As a publicly listed company, there is a requirement to provide information to ensure that all shareholders understand the Company that they are invested in and what direction the Company is taking. Regulatory requirements include:

  • Regulatory News Releases on key events
  • Maintaining an up-to-date website
  • Annual reports and accounts posted to all shareholders
  • Holding an Annual General Meeting
  • Maintaining relations via meetings and other general communications

As stated above the Company is required to hold an AGM in each year, which gives investors the opportunity to receive feedback from shareholders and take action if and when necessary.

Regulators and professional advisers

As an AIM quoted Company, the Company is subject to the AIM Rules for Companies and its professional advisor, the AIM Nominated Adviser (the “Nomad”) is regulated by the London Stock Exchange – (“AIM Regulation”). The Company has a good working relationship with its Nomad and is advised in the first instance by its Nomad of all AIM regulatory requirements as follows: providing advice and guidance on the AIM rules, monitoring compliance with the regulations and development of AIM rules.

Auditors

A copy of the Directors’ and Auditors’ reports accompanied by copies of the annual accounts are posted to shareholders as well as being available from the Company’s website.

The Board will continue to work closely with the Company’s stakeholders to deliver the investing policy in its current form and will act accordingly pending the EGM result.

The Company will take into account feedback received from stakeholders, making amendments where appropriate and where such amendments are consistent with the Company’s longer-term strategy.

Principle 4 Embed effective risk management, considering both opportunities and threats, throughout the organisation.

The Board recognises effective systems and controls are imperative to the management of the business. The Board will consider the risks associated with the Company seeking to execute an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules) on or before the date falling six months from the date at which it became an AIM Rule 15 cash shell or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million).

Principle 5 Maintain the board as a well-functioning, balanced team led by the chair.

The Board comprises three board members who have a diverse knowledge base including a high level knowledge of public quoted Companies and the regulatory framework.

Since the incorporation of the Company, at every annual general meeting one third of the Directors are subject to retirement by rotation in accordance with its Articles of Association. If not re-appointed at such annual general meeting, he shall vacate office at the conclusion thereof.

As the Company is an AIM Rule cash shell and there being only three directors, matters normally dealt with by Committees are dealt with by the Board as a whole. The Company will monitor and review the need to form Committees to support the function of the Board pending the result of the forthcoming EGM and in the context of the Company becoming an AIM Rule 15 cash shell and seeking a reverse takeover or putting the Company into liquidation and returning cash to shareholders.

Principle 7 Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

There is no formal board or director evaluation system in place, however, the Board believes that the Independent Directors have remained independent throughout their office.

Due to the close-knit working environment and size of the Board, assessment of the Board as a unit and the individual Directors is done on an ongoing and ad-hoc basis to ensure that they are committed to the progress and success of the Company and that their contribution is effective (and these areas are the only criteria against which board and individual effectiveness are considered).

As noted in the disclosure in relation to Principle 5 above, the Company does not have any committees and there are therefore no procedures for the evaluation of the effectiveness of committees.

A summary of each Directors experience and skill set is outlined on the website. The Directors are also identified and their roles and responsibilities are highlighted in the Report and Accounts.

Board appointments are made after consultation with advisers. Detailed due diligence is carried out on all new potential board candidates.

The Board will consider using external advisers to review and evaluate the effectiveness of the Board and Directors in future to supplement its own internal evaluation processes. Additionally, the Board will consider the need to undertake formal and periodic succession planning. Should the Company form committees, then the Board will consider the need for procedures to evaluate of the effectiveness of committees.

Principle 8 Promote a corporate culture that is based on ethical values and behaviours.

The Board has a forward-looking approach to culture within the Company in order to achieve a level of discipline that aides with the management and oversight of risk of the business.

Principle 9 Maintain governance structures and processes that are fit for purpose and support good decision-making by the board.

No Committees currently exist as previously described in the disclosures in respect of Principle 5 above. The Board carefully considered the need for separate Committee functions, and deemed these to be excessive due to the size and activity of the Company, and consequently there are no Committee terms of reference in effect.

The Non-Executive Chairman is responsible for the effectiveness of the Board together with the responsibility to oversee the company’s corporate governance practices. Given the size and nature of the Company, the Board does not consider it necessary for the Company to have a Chief Executive.

The services of each of the Board members as directors are provided under the terms of their letters of appointment. The responsibilities of the board members are outlined in the annual Report and Accounts and summarised as follows:

Responsible for proper accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company. They are also responsible for the system of internal control, for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.

The Company has adopted a schedule of matters reserved for the Board.

Principle 10 Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Company intends to publish omitted disclosures required under QCA Code principles 1-9 and the reasons for their omission in its annual report and financial statements.

Details of the directors’ remuneration can be found in the annual report and financial statements. No Committees currently exist (as previously described in the disclosures in respect of Principle 5 and 9 above).

Should the Company form committees, then the Board will consider the need for the preparation of committee reports and the inclusion of these in the Company’s report and accounts at that point in the future.

The information provided to shareholders regarding updates on the Company via regulatory announcements are considered to be sufficient, taking into consideration the size and low activity level of the Company.

The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, the Annual General Meeting and investors can email the Directors and Company Secretary with any queries they may have. The Company maintains an enquiries email address on its website.

All historical information is maintained on the website along with shareholder updates.

The Board will monitor and ensure that Corporate governance practices evolve in line with best practice as appropriate with the Company’s growing size and needs.

Committees

As detailed in Principle 5 there are no Board committees (and therefore no committee reports) and this will be highlighted in future Report and Accounts.

The Company will monitor and review the need to form Committees to support the function of the Board in the context of the Company becoming an AIM Rule 15 cash shell and seeking a reverse takeover or putting the Company into liquidation and returning cash to shareholders.