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COBRA Holdings Plc is incorporated in England & Wales. Its registered number is 5548507.
The Directors recognise the value of the Principles of Good Governance and the Code of Best Practice set out in the 2003 Combined Code (the "Combined Code").
Whilst companies whose shares are listed on AIM are not formally required to comply with the Combined Code, the Board supports the code and also the "Guidance for Smaller Quoted Companies" provided by the Quoted Companies Alliance ("QCA") in so far as is practicable and appropriate for a public company of its size.
There is a clear division of responsibility between the Chairman and the Chief Executive. The Board comprises six directors of whom four are independent Non-executive Directors. None of the Non-executive Directors have day-to-day involvement in running the business of the Company. The Board is responsible for overall strategy, approval of major projects and consideration of significant financing matters. The Board meets at regular, scheduled intervals and follows a formal agenda and can also meet to approve specific transactions.
The Directors have access to the advice and services of the Company Secretary and may take, at the Company's expense, independent professional advice.
The Directors have adopted a share dealing code which imposes restrictions upon the Directors, members of their families and any employees of the Company or the Group who are likely to be in possession of unpublished price sensitive information. The share dealing code requires that any such person obtain clearance before dealing in the Ordinary Shares. Clearance will not be given during any period in which the Company is in possession of unpublished price sensitive information, and in particular during the periods running up to the publication or announcement by the Company of its financial results.
Committees
The Directors have established an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities. The members of the audit and remuneration committees are the Non executive Directors Peter Robinson, Stephen Bullock and David Harris. The members of the nomination committee are Stephen Burrows and Hannah Poulton.
Audit committee
The audit committee, which is chaired by Stephen Bullock, determines the terms of engagement of the Company's auditors and, in consultation with the Company's auditors, the scope of the audit. It receives and reviews reports from management and the Company's auditors relating to the annual accounts and the accounting and internal control systems in use by the Company. The audit committee has unrestricted access to the Company's auditors.
Nomination Committee
The nomination committee, which is chaired by Stephen Burrows, considers candidates for appointment to the board.
Remuneration committee
The remuneration committee, which is chaired by David Harris, reviews the scale and structure of the executive Directors' remuneration and the terms of their service contracts. The remuneration of the Non Executive Directors will be determined by the Executive Directors.