The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders.
The Directors have adopted the QCA Code, which they believe is the most appropriate recognised governance code for a company with shares admitted to trading on the AIM of the London Stock Exchange.
It is believed that the QCA Code provides the Company with the framework to help ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all its stakeholders.
QCA Code Website Disclosures
The Company’s business model is designed to create sustainable value for shareholders by leveraging its Investing Policy and Investment Strategy to maximize acquisition opportunities. The Board will regularly review the Investing Policy and Investment Strategy to ensure it remains aligned with the Company’s purpose and the interests of shareholders.
Promote a corporate culture that is based on ethical values and behaviours
The Board is committed to fostering a culture of integrity, respect, and ethical behaviour throughout the organisation. The Company has adopted codes of conduct and a set of core values which will be communicated to all employees. The Board will also monitor the Company’s culture through regular engagement with management and staff. The Company encourages openness and accountability at all levels.
In addition, the Company takes a robust approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever they occur. The Company implements effective systems to counter bribery and corruption, and as part of this has adopted an anti-bribery and anti-corruption policy. The policy provides guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences and applies to all persons working for the Company or on its behalf in any capacity, including employees at all levels, Directors, consultants and agents.
The Company is committed to maintaining open and transparent communication with its shareholders. The Board will seek to understand shareholder views through regular meetings, investor presentations, and the annual general meeting as well as any other General Meetings that may be held during the year. The Chief Executive will hold regular meetings with institutional shareholders to keep them updated on the Company’s performance, strategy and management and provide periodic briefings to analysts who cover the industry.
The Board have engaged Celicourt to provide Investor Relations services allowing all investors to have the opportunity to ask questions and provide feedback via Celicourt. The Board will also allow all investors to attend any Company investor presentations (held physically or virtually) and to submit questions to the management.
The Company’s relationship with its Controlling Shareholder is governed by the Relationship Agreement to protect minority shareholders. Further details of the Relationship Agreement can be found in paragraph 13.5 of Part 4 of the AIM Admission document.
Shareholders are encouraged to provide feedback and the Company’s website provides up-to-date information on performance and governance. The Board considers shareholder feedback in its decision-making processes.
The Company recognises that its long-term success depends on the support of a broad range of stakeholders, including employees, customers, suppliers, and the wider community. The Board considers the impact of its decisions on these stakeholders and is committed to operating in a socially responsible and environmentally sustainable manner. The Company seeks to minimise its environmental footprint and to contribute positively to the communities in which it operates.
The Board is responsible for ensuring that procedures are in place, and are being effectively implemented to identify, evaluate and manage the significant risks faced by the Company. The Audit Committee reviews the risks on a regular basis and will present them in the annual report each year.
Financial Controls
The Company has established robust financial controls and procedures to safeguard its assets and ensure the accuracy of its financial reporting. The Audit Committee intends to regularly review the effectiveness of these controls and receive reports from management and external auditors.
Standards and policies
The Company has implemented a range of policies and procedures covering key areas of risk management, internal controls and assurance activities. These policies are reviewed and updated regularly to ensure they remain effective and compliant with applicable laws and regulations and will be presented in the Company’s annual report each year
The Board comprises a balance of executive and non-executive directors, including independent non-executive directors, with a broad range of skills and experience. Each Director has agreed to devote as much time as is required to carry out the roles and responsibilities that the Director has agreed to take on.
The QCA Code recommends at least two members of the board are non-executive directors determined by the board to be independent. Notwithstanding Peter Kimpel’s position as Non-Executive Chair and personal investment in the Company, the Board has therefore determined that each non-executive director of the Company remains independent for the purposes of the QCA Code, In considering the independence of Peter Kimpel and Richard Moore, the Board has also taken into account that neither has a material business relationship with the Company, neither participates in any employee share schemes of the Company, and both receive remuneration from the Company solely by way of fees paid to non-executive directors.
The Board meets regularly and at any other time deemed necessary, with a formal schedule of matters reserved for its decision, and is supported by appropriate committees.
The Board keeps its composition under regular review to ensure it has the right balance of skills, experience, and knowledge to discharge its duties effectively. Directors are provided with ongoing training and development opportunities to ensure their skills remain current. The Board is supported by its committees as further described herein, each with clearly defined terms of reference.
The Chief Financial Officer will oversee financial management and reporting of the Company, but the financial reporting for the Company’s Nigerian subsidiary Coastal Nigeria Development & Operation Ltd. will be outsourced to Deloitte Nigeria. The Company intends to keep this arrangement under review as the business grows and investments are completed.
The Board will undertake an annual evaluation of its own performance, as well as that of its committees and individual directors. The evaluation process is designed to identify strengths and areas for improvement, with the aim of enhancing the effectiveness of the Board. Where appropriate, the Board will engage external facilitators to assist with the evaluation process and ensure the skills, experience, capabilities and background required for directors and Senior Management to support the next stage of the Company’s development are identified and factored into succession planning.
In addition, non-executive directors’ independence will be reviewed and confirmed on an ongoing basis.
The Company’s remuneration policy is designed to attract, retain, and motivate high-calibre individuals, while aligning their interests with those of shareholders. Remuneration is structured to promote long-term value creation and to support the Company’s purpose, strategy, and culture. The Remuneration Committee reviews the policy regularly to ensure it remains appropriate and competitive and may make recommendations to the Board as the Company grows in relation to the granting of share options or other equity incentives.
Ultimate authority for all aspects of the Company’s activities rests with the Board with the respective responsibilities of the Chair and Chief Executive Officer arising as a consequence of delegation by the Board. The Chair is responsible for the effectiveness and leadership of the Board, promoting a culture of openness and debate by facilitating the effective contribution of non-executive directors and ensuring constructive relations between Executive and Non-Executive Directors. The Chief Executive Officer is responsible for ensuring that the Directors receive accurate, timely and clear information. Management of the Company’s day-to-day business resides with the Chief Executive Officer. As stated in Principle Three, primary contact with shareholders has been delegated by the Board to the Chief Executive Officer who may further delegate with the consent of the Board.
Non-executive directors are appointed not only to provide independent oversight and constructive challenge to the Executive Directors and Senior Management but also to provide strategic advice and guidance. There is a rigorous and transparent procedure for the appointment of new Directors to the Board. The search for Board candidates is conducted, and appointments made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Investors section of the Company’s website provides all required regulatory information as well as additional information shareholders may find helpful including: information on Board members, advisors and significant shareholdings, a historical list of the Company’s Announcements, its corporate governance information, the Company’s publications including historic annual reports and notices of annual general meetings or special meetings, together with share price information.
Board Committees
As envisaged by the QCA Code, the board has established four principal committees: an Audit Committee, a Remuneration Committee, a Disclosure Committee and a Nomination Committee.
Audit Committee
The Audit Committee will have primary responsibility for monitoring the quality of internal controls, overseeing the Company’s risk management framework and ensuring that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will also have oversight of the Company’s outsourced finance arrangements, whistleblowing arrangements and Code of Conduct.
In accordance with the requirements of the QCA Code, the Audit Committee is made up of two members, both of whom are independent non-executive directors. The Audit Committee is chaired by Peter Kimpel, an independent non-executive director, and its other member is Richard Moore. The Chief Financial Officer, Ogbemi Ofuya, attends meetings as a standing invitee. The Audit Committee will normally meet at least four times a year at quarterly intervals and additionally in advance of the approval of half-year and full-year results.
Remuneration Committee
The Remuneration Committee will review the performance of the executive directors, the chair and Senior Management against agreed objectives and determine their remuneration, including base salary, bonus arrangements, long-term incentives and any share-based awards, ensuring alignment with the Company’s strategy and shareholder interests. The Remuneration Committee will also determine and recommend to the Board the remuneration of the non-executive directors, ensuring it reflects their time commitment and responsibilities without compromising independence.
In accordance with the requirements of the QCA Code, the Remuneration Committee is made up of two members, both of whom are independent non-executive directors. The Remuneration Committee is chaired by Richard Moore, an independent non-executive director, and its other member is Peter Kimpel. The Chief Executive Officer, Conrad Clauson, and the Chief Financial Officer, Ogbemi Ofuya, may attend meetings by invitation to provide context on performance and remuneration matters but each withdraws from any discussion of their own remuneration package. The Remuneration Committee will normally meet at least twice a year and additionally as required for remuneration decisions.
Nomination Committee
The Nomination Committee will have responsibility for reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, including relevant expertise in respect of the Company’s investing policy and the independence of the Board as a whole from any substantial shareholders. The Nomination Committee will give full consideration to succession planning for the Board and Senior Management, including maintaining a formal succession plan which is reviewed at least annually. The Nomination Committee will also oversee the annual Board and committee effectiveness evaluation process and review and make recommendations on the independence assessment of non-executive directors annually.
The Nomination Committee is chaired by Peter Kimpel, an independent non-executive director, and its other member is Richard Moore. The Chief Executive Officer, Conrad Clauson, may attend meetings by invitation where the Committee’s consideration of board composition touches on the Company’s strategic direction and operational requirements. The Nomination Committee will normally meet at least twice a year and additionally when board composition changes are under consideration.
Disclosure Committee
The remit of the Disclosure Committee is to consider and decide, with the assistance of the Nominated Adviser and legal advisers where the Committee deem it necessary, whether information provided to the Disclosure Committee is inside information. The Disclosure Committee will also consider and review the content of any announcements proposed for release, other than an announcement of a routine nature or that has been considered and approved by the Board, and the steps taken to ensure that information is not incorrect or incomplete. The Disclosure Committee will also take any other action it sees fit to ensure that the Company complies with the law and regulation in relation to the disclosure of inside information and with the AIM Rules, including AIM Rule 11.
The Disclosure Committee is chaired by Conrad Clauson, as the director with primary oversight of the Company’s acquisition pipeline, and its other members are Peter Kimpel, an independent nonexecutive director, and Ogbemi Ofuya, who also serves as secretary to the Committee. The Company’s nominated adviser, SP Angel Corporate Finance LLP, and external legal counsel attend meetings as standing invitees.
Pursuant to the Disclosure Committee terms of reference, the Committee:
- comprises at least three members of the Board, one of whom shall be the Chief Executive Officer and at least one of whom shall be an independent non-executive director;
- will meet at such times as may be necessary for it to fulfil its responsibilities or as requested by any of its members; and
- should be capable of convening within two to four hours of a disclosure trigger event, at any time including outside normal business hours.
This page was last updated on 9th June 2026.