UK Corporate Governance Code 2012
The UK Corporate Governance Code seeks to promote good corporate governance and is primarily directed at fully listed companies who must report on their compliance with the Code in their annual report and accounts. There is no requirement that AIM companies should comply with the Code or that it should state where it derogates from the Code. In January 2014, the board of Frontier Smart Technologies Group Ltd (at that time Toumaz Ltd) agreed to adopt the UK Corporate Governance Code 2012 as a template for good practice and apply the provisions of the code where practicable to do so. To date it is not fully compliant, the table below illustrates those provisions with which the Group is not fully compliant.
|A.2.1||The Division of responsibilities should be clearly established and set out in writing and agreed by the board. (CEO/Chairman).||Under Review.|
The chairman on appointment meet the independence criteria set out in B.1.1.
The board should appoint one of the independent no-executive directors to be the senior independent director to provide a sounding board for the chairman and to serve as an intermediary for the other directors when necessary. The senior independent director
should be available to shareholders if they
have concerns which contact through the
normal channels of chairman, chief executive
or finance director has failed to resolve or forwhich such contact is inappropriate.
|The board do not consider necessary at the present time to appoint a senior independent director and encourage shareholders to approach any of the non-executive directors.|
A smaller board should have at least two independent non-executive directors.
|B.2.1||A majority of members of the nomination committee should be independent non-executive directors. The Chairman or independent non-executive director should chair the nomination committee, but the Chair should not chair the nomination committee when it is dealing with the appointment of a successor to the chairmanship.||Under Review.|
Non-executive directors should be appointed for specified terms subject to re-election and to statutory provisions relating to the removal of a director. Any term beyond six years for a non-executive director should be subject to particularly rigorous review and should take into account the need for progressive refreshing of the board.
The current non-executive directors are on contracts predate the company’s adoption of the Code. All new appointments will be subject to the code provisions.
|D.1.3||Remuneration for non-executive directors should not include share options or other performance related elements.||Due to historic commitments share options have been granted to two non –executive.|
|D.2.1||The board should establish a remuneration committee of at least three or in the case of smaller companies two independent non-executive directors. In addition the company chairman may also be a member of but not chair, the committee if he or she was considered independent on appointment as chairman.||Under Review.|
Shareholders should be invited specifically to approve all new long-term incentives schemes (as defined in the Listing Rules) and significant changes to existing schemes, save in circumstances permitted by the listing rules.
Major shareholders are consulted on the schemes.
Resolutions Toumaz AGM 28th May 2015 Record of Proxy Votes
Proxy Votes for
Proxy Votes against
Resolution 1 to receive and adopt the report of the directors, the financial statements and the report of the auditors for the Company's financial year ended 31st December 2014.
Resolution 2 to re-elect Anthony Sethill retiring as a Director
Resolution 3 to re-elect Jonathan Apps retiring as a Director.
Resolution 4 to re-elect Martin Knight retiring as a Director.
Resolution 5 to re-appoint Grant Thornton UK LLP as auditors and to authorise the Directors to determine their remuneration.
Resolution 6 recommendation of directors to shareholders that shareholders agree to adopt the provisions of the UK City Code on Takeovers and Mergers.
Resolution 7 is the resolution to authorise the directors to disapply the pre-emption rights, as set out in article 17 of the Articles of Association, and to allot relevant securities, subject to the provisions set out in the notice to the meeting.
Board responsibilities, internal control and shareholder communications
The Group supports the concept of an effective board leading and controlling the Group. The Board is responsible for approving Group policy and strategy. It meets on a regular basis, at least six times a year, and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professional advice at the Group's expense.
The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investment and the Group’s assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.
An audit committee has been established and comprises two non-executive directors, M Knight and C Batterham. The Committee meets at least half yearly and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on, as well as meeting the auditor and reviewing any reports from the auditor regarding accounts and internal control systems.
The Board has considered the need for an internal audit function but has decided the size of the Group does not justify it at present. However, it will keep the decision under annual review.
Relations with shareholders
The Group values the views of its shareholders and recognises their interest in the Group's strategy and performance. The Annual General Meeting will be used to communicate with private investors and they are encouraged to participate. The Directors will be available to answer questions. Separate resolutions will be proposed on each issue so that they can be given proper consideration and there will be a resolution to approve the annual report and accounts.
Chairman: Mr Chris Batterham
Member: Dr Martin Knight
Chairman: Dr Martin Knight
Members: Mr Chris Batterham
Chairman: Chris Batterham
Member: Dr Martin Knight
The City Code on Takeovers and Mergers
The company has adopted the provisions of the UK City Code on Takeovers and Mergers.