As a company listed on AIM, MayAir is not required to comply with the UK Corporate Governance Code and does not voluntarily apply its full requirements. However, the Board intends to observe the requirements of the UK Corporate Governance Code to the extent the Directors consider appropriate having consideration of the size, nature and scope of MayAir’s activities. These arrangements are disclosed in its Admission Document, and any future updates will be documented in the company’s Annual Reports, both of which can be viewed on this website.
The Board of MayAir is responsible for formulating, reviewing and approving the company’s strategy, budgets and corporate actions. MayAir intends to hold Board meetings at least six times each financial year, and at other times as and when required.
MayAir has properly constituted audit, remuneration and AIM compliance committees of the Board with formally delegated duties and responsibilities. Given the company’s current size, the Board does not consider it necessary to constitute a nomination committee and the Board, as a whole, will consider the appointment of directors.
The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of MayAir is properly measured and reported on. It receives and reviews reports from the company’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout MayAir. The audit committee meets not less than twice in each financial year and has unrestricted access to the company’s external auditors. The members of the audit committee are Jacques-Franck Dossin, who acts as chairman of the committee, Martin Bloom and Low Han Guan.
The remuneration committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The committee also makes recommendations to the Board on proposals for the granting of share awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time to time. The remuneration committee meets at least twice a year. The members of the remuneration committee are Martin Bloom, who acts as chairman of the committee, Jacques-Franck Dossin and Tiew Soon Aik.
AIM compliance committee
The role of the AIM compliance committee is to ensure that MayAir has in place sufficient procedures, resources and controls to enable it to comply with the AIM Rules for Companies. The AIM compliance committee makes recommendations to the Board and proactively liaises with MayAir’s nominated adviser on compliance with the AIM Rules for Companies. The AIM compliance committee also monitors the company’s procedures to approve any share dealings by directors or employees in accordance with MayAir’s share dealing code. The members of the AIM compliance committee are Jacques-Franck Dossin, who acts as chairman of the committee, and Martin Bloom.
The City Code
MayAir is a public company incorporated in Jersey, Channel Islands, and whose securities are traded on AIM, a market operated by the London Stock Exchange plc. The City Code applies to all companies who have their registered office in the UK, Channel Islands or Isle of Man and whose securities are traded on a regulated market in the UK or a stock exchange in the Channel Islands or Isle of Man or a multilateral trading facility. Accordingly, the City Code applies to MayAir.
Since MayAir is not incorporated in the UK, the rights of MayAir shareholders may be different from the rights of shareholders in a UK incorporated company.