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 19.6% 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%.

Corporate Governance

The members of the board of directors of the Company (the “Board”) comprise:

Mike Power – Chairman
Robert JH Bonnier – 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 executives 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 the following Board subcommittees; 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 will meet normally not less than twice each year and is 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 will meet normally not less than twice each year and is 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 it reviews the operational risks that face the business and monitor and reports upon the Company’s obligations under the FCA’s Disclosure Guidance and Transparency Rules regarding continuous disclosure.

The Nomination Committee will meet normally not less than twice each year and is responsible for reviewing succession plans for the Directors, including the Executive Chairman and other senior executives.

Key Documents