The fundamental responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of Verseon and its stockholders. It is the duty of the Board to oversee management’s performance to ensure that Verseon operates in an effective, efficient, and ethical manner in order to produce value for Verseon’s stockholders. The Board also evaluates Verseon’s overall strategy and monitors Verseon’s performance against its operating plan and against the performance of its peers. Additionally, the Board has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees.
The Directors will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies, published from time to time by the Quoted Companies Alliance, to the extent that they believe it is appropriate in light of the size, stage of development and resources of the Company.
The Board is responsible for oversight of strategic, financial, and execution risks and exposures associated with Verseon’s business strategy, product innovation and sales road map, policy matters, significant litigation and regulatory exposures, and other current matters that may present material risk to Verseon’s financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures. Directors are expected to invest the time and effort necessary to understand Verseon’s business and financial strategies and challenges. The basic duties of the directors include attending Board meetings and actively participating in Board discussions. Directors are also expected to make themselves available outside of board meetings for advice and consultation.
The Audit Committee will be responsible for ensuring the financial performance of the Company is properly monitored and reported, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal systems and controls, and risk management. The Audit Committee will also oversee the relationship with the external auditors. The Audit Committee will comprise Grover Wickersham, who will act as Chairman, Thomas Hecht, and Alastair Cade.
The Remuneration Committee will be responsible for monitoring and providing advice along with the Board on the framework or broad policy for the compensation of executive management including any pension arrangements and compensation payments, taking into account all factors it deems necessary; determining the compensation of senior executives including pension arrangements and compensation payments; reviewing the design of all share incentive plans for approval by the Board and Shareholders; and ensuring that all provisions regarding disclosure of compensation is clear and transparent. The Remuneration Committee will comprise Alastair Cade, who will act as Chairman and Thomas Hecht.
Applicability of the City Code
Verseon is not subject to the City Code because its registered office and its place of central management and control are outside the UK, the Channel Islands and the Isle of Man. As a result, certain of the protections that are afforded to shareholders under the City Code, for example in relation to a takeover of a company or certain stakebuilding activities by shareholders, do not apply to Verseon. Certain provisions have been inserted into the Certificate of incorporation which adopt similar procedures to the City Code in the event of any party (or parties acting in concert) obtaining 30 per cent. or more of the voting rights attaching to the issued Common Shares, but there is no assurance that the courts of the State of Delaware, USA, will uphold or allow the enforcement of these provisions.