Corporate Governance and Directors
The Board has given consideration to the code provisions set out in the UK Corporate Governance Code issued by the Financial Reporting Council. Although AIM companies are not required to give Corporate Governance disclosure, the Directors have chosen to provide certain information which they believe will be helpful having regard to the scale and nature of the Group’s activities.
The Board of Directors recognises that it is responsible for the Group’s systems of internal control and for reviewing their effectiveness. Such systems, which include financial, operational and compliance controls and risk management, have been designed to provide reasonable, but not absolute, assurance against material misstatement or loss. They include:
- the ongoing identification, evaluation and management of the significant risks faced by the Group;
- regular consideration by the Board of actual financial results;
- compliance with operating procedures and policies;
- annual review of the Group’s insurance cover;
- defined procedures for the appraisal and authorisation of capital expenditure and capital disposals;
- regular consideration of the Group’s liquidity position.
When reviewing the effectiveness of internal control, the Board has regard to any problems or new areas of risk.
The principal function of the Remuneration Committee is to determine the policy on key executives’ remuneration in order to attract, retain and motivate high calibre individuals with a competitive remuneration package. The Committee consists of Luciano Martucci (Chairman), Martin Perrin and Petter Neby. Remuneration for executives comprises basic salary, a performance-related bonus, share based payments and other benefits in kind. Details of Directors’ remuneration and share based payments granted are given in the note 5.
The Audit Committee, comprising Luciano Martucci (Chairman), Martin Perrin and Petter Neby, meets as necessary. It reviews the Company’s external audit arrangements, including the cost-effectiveness of the audit and the independence and objectivity of the auditors. It also reviews the interim and full year financial statements prior to their submission to the Board, the application of the Group’s accounting policies, any changes to financial reporting requirements and such other related matters as the Board may direct. The external auditors and executive Directors are invited to attend the meetings.
City Code on Takeovers and Mergers
The Company is subject to the City Code on Takeovers and Mergers.
Board of Directors
With a career at IBM spanning over 40 years and culminating in his appointment of Country General Manager and Chairman of IBM Italy, Luciano has extensive knowledge and experience of the TMT and Financial Services sectors. He is currently member of the Executive Committee of Milan Trade Fair Foundation, Chairman of The Innovation Group and a Senior Advisor to Advent International, the global private equity firm.
As co-founder of the business Marco has extensive knowledge and experience with the TMT sector. He worked with some of the worlds leading brands including Viacom/CBS Sportsline, Juventus FC and Yahoo to spearhead their internet and digital rights strategy.
Martin is a chartered accountant with extensive experience of operations and finance in industry, particularly technology where directorships included Qualcomm Telecommunications Ltd. He has also gained investment management and corporate finance experience at Lazards. He is a non-executive director of Fiske plc and a number of private companies.
Mauro has 25 years of experience in the ICT sector, 20 of those as an independent consultant specialising in ICT governance, project management and business continuity. He has supervised many large scale and complex projects for top tier banks throughout Italy and Europe.
Petter is Chairman of Neby & Jahrmann Srl, a cornerstone investor in Vipera and has worked closely with the Company since its inception, providing valuable strategic support and guidance. As a technology entrepreneur, Petter has considerable experience in developing a number of European consumer facing technology businesses.
Jeremy is an internationally experienced marketing and commercial director in the global payments field, having worked for companies such as Visa, MasterCard, NatWest Bank, Reuters and the Prudential. He was formerly an Executive Director at Visa Europe responsible for mobile payments. Prior to joining Visa in June 2006 he was SVP Sales & Marketing at MasterCard Europe, responsible for all marketing activity, and before MasterCard Jeremy headed up NatWest Bank’s consumer card business.