Corporate Governance

Governance Code

Robinson is not required to comply with the UK Corporate Governance Code (the ‘Code’) and does not voluntarily apply the full requirements of the Code. However, our governance arrangements do meet many of the requirements of the Code which the directors’ deem most relevant to an AIM listed company having consideration to the size, nature and scope of the company and group’s activities. These arrangements are fully disclosed in the Corporate Governance section of our Annual Report and Accounts which can be viewed in the Financial Information section of this website.

The Company holds eight Board meetings per year. The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets, major items of capital expenditure and acquisitions.

The Company is subject to the AIM Rules that restrict dealings in its shares by Directors and applicable employees in certain circumstances and has adopted an appropriate share dealing code.

The Board operates the following committees:

Audit Committee

This has primary responsibility for monitoring the quality of internal controls, for ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, and is chaired by the non-executive Chairman; (Chair – Alan Raleigh, members – Anthony Glossop, Adam Formela, secretary – Guy Robinson)

Remuneration Committee

This determines the terms and conditions of service of the Directors, including their remuneration and the grant of options and restricted shares to executive Directors under the Company’s Share Option Schemes, and is chaired by Anthony Glossop; (members – Alan Raleigh, Adam Formela, secretary – Guy Robinson)

Nomination Committee

This is responsible for identifying the need for Board appointments, defining personal criteria and qualifications of persons to be appointed and managing the appointment process, and is chaired by the non-executive Chairman. (Chair – Alan Raleigh, members – Anthony Glossop, Adam Formela, secretary – Guy Robinson)

UK City Code on Takeovers and Mergers

Robinson is subject to the UK City Code on Takeovers and Mergers.