Corporate Governance

The Directors have given consideration to the code provisions set out in Section 1 of the Combined Code (“the Code”) on Corporate Governance annexed to the Financial Services Authority Listing Rules. The Directors support the objectives of the Code and intend to comply with it having due regard to the Company’s circumstances. The Directors recognise the importance of sound corporate governance and the guidelines set out in the Principles of Good Corporate Governance and Code of Best Practice (the “Combined Code”).

While PLUS companies are not obliged to comply with the Combined Code, ESV Group’s Directors intend to comply with the Combined Code so far as is appropriate having regard to the size and nature of the Company’s operations. The Board will take such measures so far as practicable to comply with the Combined Code and in addition, the Quoted Companies Alliance (“QCA”) Guidelines for AIM companies.

The Board of Directors comprises of two Executive Directors.  The Board retains full and effective control over the Company.

  • The Company holds regular board meetings at which financial, operational and other reports are considered and, where appropriate, voted on.
  • Apart from regular meetings, additional meetings are arranged when necessary to review strategy, planning, operational, financial performance, risk and capital expenditure and human resources and environmental management.
  • To enable the Board to perform all its duties, all Directors will have full access to all relevant information and to the services of the Company Secretary.

The Directors have established an audit committee and a remuneration committee.

  • The audit committee comprises of Irina Mikhaylova and Masoud Alikhani, and is chaired by Masoud Alikhani. The audit committee will meet at least twice a year. The committee will review the Company’s annual and interim financial statements before submission to the Board for approval. The committee will review regular reports from management and the external auditors on accounting and internal control matters. Where appropriate the committee will monitor the progress of actions taken in relation to such matters. The committee will also recommend the appointment of, and review the fees of, the external auditors.
  • The remuneration committee comprises of Masoud Alikhani and Irina Mikhaylova and is chaired by Masoud Alikhani. It will meet at least once a year. It is responsible for reviewing the performance of the Executive Directors and for setting the scale and structure of remuneration, paying due regard to the interests of shareholders as a whole and the performance of the Company. This remuneration committee also determines allocations of any warrants or options granted under any share option scheme adopted by the Company and are responsible for setting any performance criteria in relation to the exercise of warrants granted under the Warrant Deeds and any such share options which may be granted.

The Directors comply with Rule 21 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s applicable employees. The Company operates a share dealing code for Directors and employees in accordance with the AIM Rules.