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
The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’)
Full details of the sections of the code and cloudBuy's response can be found here.
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 six directors, three executive directors who also act as Chairman, Chief Executive Officer, Chief Financial and Chief Operating Officer who also acts as 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 bring a wealth of knowledge and experience to the Company gained from their previous roles in the UK and overseas.
The Board delegates certain of its responsibilities to the Audit, Remuneration and Nominations Committees of the Board. These Committees operate within clearly defined terms of reference.
The schedule of matters reserved for the Board can be found here.
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)
- Michael Pasternak
The Audit Committee Terms of Reference can be found here.
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:-
- David Chellingsworth (Remuneration Committee Chairman)
- Michael Pasternak
The Remuneration Committee Terms of Reference can be found here.
Nomination Committee
The Nomination Committee of the Board oversees the process and makes recommendations to the Board on all new Board appointments. Where new Board appointments are considered the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. The Nomination Committee also considers succession planning.
The Nominations Committee meets at least once per year to consider the composition of the Board, training requirements and succession planning.
Current Nominations Committee members are:-
- David Chellingsworth (Nominations Committee Chairman)
- Michael Pasternak
The Nomination Committee Terms of Reference can be found here.
Constitutional Documents
- Current Articles of Association
- Proposed New Articles of Association (27 January 2020 Meeting)
- Companies Act Model Articles (Referenced by New Articles)
Details of other listings or trading platforms - None
Details of Directors
cloudBuy Company Background
Income Statement - last 5 years
Number of Shares in Issue
Substantial Shareholdings
Annual Reports for the last 3 years, and other financial reports
Notifications made to AIM in the past 12 months
Admission document
Corporate Advisors and Registrars
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 4th April 2019.