Combined Code
The Board of Directors is accountable to the Company’s shareholders for ensuring good corporate governance and the Directors support the principles of the Combined Code.

Since scaling down of the Company’s operations the Directors believe it is impracticable to comply with the full provision of the Code. However, it is the Directors’ intention that as the Company refocuses its operations appropriate Corporate Governance measures will be reintroduced in order to move towards full compliance with the Code.


Board of Directors
Brainspark Board comprised two executive Directors Prof. Francesco Gardin and Mr. Dennis Bailey and three non-executive Directors Mr. Alfredo Villa and the two independent Directors: Mr. Edward Burman and Mr. David Meacher.

The composition of the Board during the year is shown on (link to Board of Directors)

The Board is responsible for the overall management of the Group. The Board received regular reports from management on key issues such as investment strategy, financial performance and operational matters for which there is a prescribed timetable.
Directors had access to the advice and services of the Company Secretary, Mr. Dennis Bailey, who is responsible for ensuring the Board procedures are followed and could also have taken advice from the Company’s lawyer at the Company’s expense.
On appointment and as necessary thereafter Directors received technical information about their responsibilities and duties from the Company’s legal adviser.


Board Committees
During the year, the Board had delegated responsibilities to its committees which had fixed terms of reference. The main committees established were the Investment, Audit and Remuneration Committees.

Investment Committee
The Investment Committee meets whenever significant investment matters arise which are not dealt with in the normal course of Board business.
The Board is composed by three members: Prof. Francesco Gardin(Chairman), Mr. David Meacher and Prof. John A. Campbell.

Audit Committee
The Audit Committee is responsible for dealing with accounting matters, ensuring the independence of the external auditors, financial reporting and internal controls and comprises the three non-executive Directors and the Chairman of the Company, who is also acting as Chief Executive Officer..

Remuneration Committee
The Remuneration Committee is responsible for the approval of the remuneration for the executive Directors in accordance with the Group’s remuneration policy framework.
The Committee is comprised of two non-executive Directors and the Chief Executive Officer. In framing its remuneration policy full consideration had been given to the provisions of Section 1B and Schedule A to the Combined Code.
The Board is composed by three members: Mr. Alfredo Villa (Chairman), Mr. David Meacher and Prof. Francesco Gardin.

Nominations Committee
There was no plan for any recruitment and appointment. It was decided at Board level not to set up a Nominations Committee.

Corporate Governance
The size of the management team has necessitated a reduction in compliance with the Combined Code.
The Board confirms that it will reassess its compliance with the Combined Code in the event of any significant transactions which would result in a substantial expansion of the Company.

Relations with shareholders
The executive Directors meet with representatives of institutional investors and analysts to discuss their views and ensure that the corporate objectives and strategies of the Group are well understood. The Company’s shareholders are sent annual reports and accounts and all shareholders are entitled to attend the Annual General Meeting and receive a Notice of the Meeting.
Members of the Board will be in attendance at the Annual General Meeting and will be available to meet shareholders informally after the meeting. The Company will advise shareholders attending the AGM of the number of proxy votes lodged for and against each resolution after each resolution has been dealt with by a show of hands.

Statement of Directors’ responsibilities
Company law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing those financial statements the Directors are required to:
a) select suitable accounting policies and then apply them consistently,
b) make judgements and estimates that are reasonable and prudent,
c) state whether applicable and accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are also responsible for the maintenance and integrity of the website and acknowledge that legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Articles of Association (pdf file)