Investor relations

Investor relations

Corporate Governance & Our Advisors

Corporate Governance

Compliance with the Combined Code

Under the rules of the AIM Market the Company is not required to comply with the Combined Code. The Board of Directors are committed to high standards of corporate governance and have regard to the principles of the Combined Code. The Corporate Governance procedures that have been in effect during the year are described below. 

UK City Code on Takeovers and Mergers

Earthport PLC is subject to the UK City Code on takeovers and mergers legislation. 

Board of Directors

The Board of Directors at 30 June 2013 comprised three executive Directors and four non-executive Directors. The Board meets regularly throughout the year. 

Audit Committee

The Audit Committee comprises Phil Hickman (Chairman) and Vinode Ramgopal. The purpose of the Committee is to ensure the preservation of good financial practices throughout the Group; to monitor that controls are enforced to ensure the integrity of financial information; to review the interim and annual financial statements; and to provide a line of communication between the Board and external auditor.

The Committee is also responsible for reviewing the independence of the Auditors and for agreeing their remuneration. The terms of any related party transactions are required to be approved by the Committee. 

Remuneration Committee

The Remuneration Committee comprises Vinode Ramgopal (Chairman), Phil Hickman and Terry Williams. It is responsible for the Executive Directors’ remuneration, other benefits and terms of employment, including performance related benefits and share options. Board members absent themselves from discussion involving their own remuneration. 

Nominations Committee

The Nominations Committee comprises Hank Uberoi (Chairman), Phil Hickman and Terry Williams. It meets as necessary to select suitable candidates for the appointment of Directors and other senior appointments. 

Internal Control

The Board is ultimately responsible for the Group’s system of internal control and for reviewing its effectiveness. A comprehensive business plan and budget is in place and actual results are compared to this plan and reported to the board on a monthly basis. 

Client Funds

The safety and security of clients’ funds is of paramount importance to the Company. All client funds are held in segregated bank accounts. 

Country of Incorporation

The country of incorporation is England & Wales and Earthport plc’s registered office is: 21 New Street, London EC2M 4TP (Registered Company Number 03428888), which is also its main country of operation. Earthport Plc registered VAT Number is 701685447.

Shares in Earthport plc are not traded on any exchanges or trading platforms other than the AIM market.

There are no restrictions on the transfer of AIM securities.

Our Advisors

Registered Office

21 New Street London EC2M 4TP 

Independent Auditor

Baker Tilly UK Audit LLP Chartered Accountants 25 Farringdon Street London EC4A 4AB 

Bankers

Barclays Bank plc 1 Churchill Place London E14 5HP 

Nominated Advisor and Joint Brokers

Panmure Gordon (UK) Limited One New Change London EC4M 9AF 

N+1 Singer Advisory LLP, One Bartholomew Lane, London EC2N 2AX

Registrars

Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU 

Solicitors

Bird & Bird LLP 15 Fetter Lane London EC4A 1JP 

Financial Public Relations

Newgate Threadneedle Sky Light City Tower, 50 Basinghall Street London EC2V 5DE