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Wed 1 Nov 2017, 14:55GMT

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Corporate Governance

As an AIM listed company, the Company is not required to comply with the Combined Code on Corporate Governance, however the Board supports the general principles therein. The Board presents its report on Corporate Governance in the Annual Report & Accounts.

The Board

The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.

The Board consists of two Executive Directors and two Non-Executive Directors. The Board considers that the Non-Executive Directors are independent and that each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board. View the biographies of the Board of Directors.

Board committees

The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms. The current composition of Board Committees is as follows:



AIM Compliance



Nigel Brent Fitzpatrick MBE
Non-Executive Chairman




Ellen Tsang
Non-Executive Director



Quattro Chan
Executive Director



Christopher Neo
Executive Director



Audit Committee

The purpose of the Audit Committee, which is chaired by Ellen Tsang, is to provide formal and transparent arrangements for considering how to apply the financial report and internal control principles set out in the Combined Code, and to maintain an appropriate relationship with the Company’s auditors. The key terms are as follows:

  • to monitor the integrity of the financial statements of the Company, and any formal announcement relating to the Company’s performance;
  • to monitor the effectiveness of the external audit process and make recommendations to the Board in relation to the appointment, re-appointment and remuneration of the external auditors;
  • to keep under review the relationship with the external auditors including (but not limited to) their independence and objectivity;
  • to keep under review the effectiveness of the Company’s financial reporting and internal control policies and systems; and
  • to review, at least annually, the need for an internal audit function.

Remuneration Committee

The purpose of the Remuneration Committee, which is chaired by Ellen Tsang, is to establish a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual full-time Executive Directors. The key terms are as follows:

  • to determine and agree with the Board the framework or broad policy for the remuneration of the full-time Executive Directors;
  • to determine the total individual remuneration package of each full-time Executive Director including, where appropriate, bonuses, incentive payments and share options;
  • to determine targets for any performance related pay schemes; and
  • to determine the policy for, and scope of, pension arrangements for full-time Executive Directors.

Nominations Committee

The role of the Nominations Committee is to lead the process for identifying and to make recommendations to the Board on candidates for appointment as Directors of the Company and as Company Secretary.

The Committee Chairman shall report formally to the Board on its proceedings after each Committee meeting on matters discussed at the meeting. It meets as required.

AIM Compliance Committee

The role of the AIM Compliance Committee is to monitor and report on compliance with the AIM Rules for Companies ("AIM Rules").

The Committee shall comprise at least three Directors (at least one of whom shall be an Executive Director).

Memorandum & Articles of Association

The Company Memorandum and Articles of Association can be viewed by clicking on the link below, as can a Resolution passed at the EGM on the 4th of January 2012, changing the Company’s name to Digital Learning Marketplace Plc.