Description of the business
MESH’s vision is to incubate and unite emerging technology brands that are conceived to provide people with more meaningful experiences.
The Company has a 16.8% holding in Sentiance N.V., the international AI, machine learning, data science and behavioural change company and has entered into an Acquisition Option which if exercised would enable the Company to increase its overall holding up to 80.1%.
The members of the board of directors of the Company (the “Board”) comprise:
Mark De Smedt – Chairman & Chief Executive Officer
Mike Power – Non-Executive Director
Jens Zimmermann – Non-Executive Director
The Company observes the requirements of the UK Corporate Governance Code (so far as it is practicable). The Company is in compliance with the UK Corporate Governance Code, save as set out below:
Given the composition of the Board, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the division of responsibilities between the chairman and chief executive and executive compensation), are considered by the Board to be inapplicable to the Company.
The Company will hold Board meetings periodically as issues arise which require the attention of the Board. The Board will be responsible for the management of the business of the Company, setting the strategic direction of the Company, establishing the policies of the Company and appraising the making of all material investments. It will be the Board’s responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company on behalf of the Shareholders, to whom the Directors are accountable. The primary duty of the Board will be to act in the best interests of the Company at all times. The Board will also address issues relating to internal control and the Company’s approach to risk management.
The Company has also established a remuneration committee (the ‘‘Remuneration Committee’’), an audit committee (the ‘‘Audit Committee’’), a risk and disclosure committee (the “Risk and Disclosure Committee”) and a nomination committee (the “Nomination Committee”), with formally delegated duties and responsibilities.
The Remuneration Committee comprises Mike Power as chairman, and Jens Zimmermann and will meet normally not less than twice each year. The Remuneration Committee will be responsible for the review of and making recommendations to the Board on the scale and structure of remuneration for Directors and senior managers, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and other stakeholders.
The Audit Committee comprises Mike Power as chairman and Jens Zimmermann and will meet normally not less than twice each year. The Audit Committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.
The Risk and Disclosure Committee will operate as part of the Audit Committee and will review the operational risks that face the business and monitor and report upon the Company’s obligations under the FCA’s Disclosure Guidance and Transparency Rules regarding continuous disclosure.
The Nomination Committee, which will comprise Mike Power as chairman, Jens Zimmermann and will meet normally not less than twice each year. The Nomination Committee is responsible for reviewing succession plans for the Directors, including the Executive Chairman and other senior executives.
The Board has adopted the policies and procedures to comply with applicable market abuse legislation, including a share dealing code (“Share Dealing Code”) on the dealing in securities of the Company by Directors, senior managers and employees. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Share Dealing Code by the Directors, senior managers and employees of the Company.
SHARE DEALING CODE
The Company has adopted a share dealing code in compliance with NEX rules.