M Winkworth plc is subject to the City Code on Takeovers and Mergers.

Corporate Governance

The Directors acknowledge the importance of the principles set out in the Combined Code. Although compliance with the Combined Code is not compulsory for AIM companies, the Directors intend to apply the principles as far as practicable and appropriate for a public company of this nature and size.

The Board commits to follow, as far as practicable, the recommendations on corporate governance of the Quoted Companies Alliance for companies with shares traded on AIM.

The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Directors hold Board meetings at least six times a year and at other times, as required.

Board Committees

The Board has delegated certain responsibilities to Board Committees, as outlined below.

Audit Committee

The audit committee is chaired by John Nicol and includes Andrew Nicol. The audit committee is responsible for providing formal and transparent arrangements for considering how to apply suitable financial reporting and internal control principles having regard to good corporate governance and maintaining an appropriate relationship with the Group’s auditors.

Remuneration Committee

The remuneration committee is chaired by Lawrence Alkin and includes John Nicol. The remuneration committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the Chief Executive, all other executive Directors, the Company Secretary and such other members of the executive management of the Company.

The committee is also responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options.

Share Dealing Code

Winkworth has adopted and will operate a share dealing code for Directors and applicable employees in order to ensure compliance with Rule 21 of the AIM Rules and will take proper steps to ensure compliance by the Directors and those employees.

Articles of Association and Memorandum of Association

Click below to view M Winkworth PLC’s Articles of Association and Memorandum of Association in pdf format.

M Winkworth PLC Articles of Association

M Winkworth PLC Memorandum of Association