AIM Rule 26

Country of Incorporation & Main Country of Operation

cloudBuy plc was incorporated in England (Registration number: 3732253) and its main country of operation is the United Kingdom.

Statement of Compliance and Corporate Governance

Although AIM listed companies are not required to comply with the UK Corporate Governance Code, the directors are committed to proper standards of corporate governance and will continue to keep procedures under review. The Board has taken the following steps to comply with the principles of the Code in so far as it is practicable given the size of the Company.

The Company is subject to the City Code on Takeovers and Mergers.

The Board of Directors

cloudBuy is led and controlled by the Board of Directors which meets formally on a monthly basis.  The Board currently has seven directors, four executive directors who also act as Chairman, Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer and Company Secretary and three non-executive directors.  The Board receives reports for consideration on all significant strategic and operational matters as well as management accounts and sales forecasts at each monthly meeting. One third of the Directors retire by rotation at each AGM in accordance with the Company’s Articles of Association.

The Board is the senior decision making forum of the Company has a formal schedule of matters reserved for its decision which is reviewed annually.

The non-executive directors are considered by the Board to be independent of management and free from any business or other relationship, which could materially interfere with the exercise of their independent judgement. Additionally, they bring a wealth of knowledge and experience to the Company gained from their previous roles in the UK and overseas.

All directors can seek independent professional advice at the expense of the Company and have access to the services of the Company Secretary.

The Board delegates certain of its responsibilities to the Audit and Remuneration Committees of the Board. These Committees operate within clearly defined terms of reference.

Audit Committee

The Audit Committee, composed entirely of non-executive directors, meets at least twice a year and assists the Board in the monitoring of the internal financial controls and financial reporting and reviewing the scope and results of the external audit as well as making recommendations on the appointment of auditors and the audit fee.

Current Audit Committee members are:-

  • David Chellingsworth (Audit Committee Chairman)
  • Paddy Broughton
  • Michael Pasternak

Remuneration Committee

The Remuneration Committee also comprises the non-executive directors and meets as required during the course of the year. It has responsibility for setting the remuneration policy for the Company as well as reviewing the performance of the executive directors and setting their remuneration. The Remuneration Committee also advises on the Company share option and share incentive plans.

Current Remuneration Committee members are:-

  • Paddy Broughton (Remuneration Committee Chairman)
  • David Chellingsworth
  • Michael Pasternak

Constitutional Documents

Details of other listings or trading platforms  -  None

 

Number of securities in issue

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Annual Reports for the last 3 years, and other financial reports

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Notifications made to AIM in the past 12 months

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Admission document

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Corporate Advisors and Registrars

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List of any restrictions on the transfer of the companies securities - None

 

Registered Office

5 Jupiter House, Calleva Park, Aldermaston, Reading, Berkshire RG7 8NN, United Kingdom

 

This page contains links to information designed to comply with the requirements of Rule 26 of the AIM Rules for Companies and was last updated on 24th March 2016.