The Directors of Fusionex International recognise the importance of sound corporate governance. Accordingly, Fusionex intends to comply with the QCA Corporate Governance Code for Small and Mid-sized Listed Companies. The Board of Directors will meet at least six times a year to review, formulate and approve the Group’s strategy, budgets and corporate actions and oversee the Group’s progress towards its goals. It has established audit, remuneration, nomination and compliance committees with formally delegated duties and responsibilities and with written terms of reference. In addition, Fusionex is also subject to the UK Takeover Code.
The Board of Directors has established an audit committee with formally delegated duties and responsibilities. The audit committee will be chaired by Calvin Chun and its other members are John Croft and Alan Lim. The audit committee will meet at least twice a year and will be responsible for ensuring that the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies.
The remuneration committee is chaired by Alan Lim and its other members are John Croft and Calvin Chun. It is expected to meet not less than two times a year. Executive Directors may attend meetings at the committee’s invitation. The remuneration committee has responsibility for determining, within agreed terms of reference, the Group’s policy on the remuneration of senior executives and specific remuneration packages for Executive Directors, including pension rights and compensation payments.
The remuneration of non-executive Directors is a matter for the Board. No Director may be involved in any discussions as to their own remuneration.
The nomination committee will consist of John Croft and Yuen Choong Lai, chaired by Alan Lim. The nomination committee will consider the selection and re-appointment of Directors. It will identify and nominate candidates to fill Board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.
The compliance committee will consist of John Croft and Alan Lim, chaired by Yuen Choong Lai. The compliance committee will have the primary responsibility for ensuring compliance with the AIM Rules concerning disclosure of information. The compliance committee will work closely with the Board to ensure that the Company’s nominated adviser is provided with any information it reasonably requests or requires in order for it to carry out its responsibilities under the AIM Rules.