Corporate Governance

The Company is managed by the Board of Directors. The Directors are drawn from backgrounds which the Board believes provides an appropriate mix to conduct the Company's business. Although there are no specific corporate governance rules in Guernsey applicable to Guernsey trading companies, the Directors support high standards of corporate governance. The Company intends (having regard to its size and nature) to comply, so far as it considers practicable and appropriate, with the UK Corporate Governance Code. The Company will hold regular board meetings (a minimum of four per annum) and the Board will be responsible for formulating, reviewing and approving the Company’s strategy, budgets and transactions.

Board Responsibilities

The responsibilities of the Board of Directors include the following:

  • Determination of the Company's business objectives and strategy and overall responsibility for the Company's activities including the review of business activity and performance.
  • Ensuring that commercial and regulatory risks and financing needs are properly considered and that all obligations of the company are adhered to.
  • Implementing appropriate corporate governance standards and overseeing the effectiveness of the Company's system of internal control.

Committees of the Board

Audit Committee

The Company's audit committee comprises Jim Ryan (Chairman), Nigel Birrell and Mark Le Tissier. The Audit Committee will meet as often as required and at least twice a year. The Audit Committee’s main functions include, inter alia, reviewing the effectiveness of internal control systems and risk assessment, considering the need for an internal audit, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications. The Audit Committee will also monitor the integrity of the financial statements of the Company including its annual and interim reports, preliminary results’ announcements and any other formal announcement relating to financial performance. The Audit Committee will be responsible for overseeing the Company’s relationship with the external auditors, including making recommendations to the Board on the appointment of the external auditors and their remuneration. The Audit Committee will consider the nature, scope and results of the auditors’ work and reviews, and develop and implement policy on the supply of non-audit services that are to be provided by the external auditors. The Audit Committee will focus particularly on compliance with legal requirements, accounting standards and the relevant AIM Rules for Companies and ensuring that an effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts will remain with the Board. The identity of the Chairman of the Audit Committee will be reviewed on an annual basis and the membership of the Audit Committee and its terms of reference will be kept under review. The Audit Committee will have no links with the Company’s external auditors.

Remuneration Committee and Nominations Committee

No formal committees, the full board consider and manage these responsibilities in line with the Company's admission document and articles.

Share Dealing Code

The Company has adopted a share dealing code for the Board, in conformity with the requirements of Rule 21 of the AIM Rules for Companies, and will take steps to ensure compliance by the Board and senior staff with the terms of the policy. In summary not deal in any securities of the Company unless prior written notice of such proposed dealings has been given to the Board and written clearance received from the Board; not purchase or sell any securities of the Company in the two months immediately preceding the announcement of the Company’s half-yearly or annual results; not use another person, company or organisation to act as an agent, or nominee, partner, conduit or in another capacity, to deal in any securities on their behalf where that third person would breach obligations under this paragraph; and immediately inform the Board of any dealings in the Company’s shares.

Duke Royalty Limited is currently subject to the UK City Code on Takeovers and Mergers.

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