The directors acknowledge the importance of high standards of corporate governance and intend to comply with the principles set out in the Quoted Companies Alliance Code (QCA Code). The QCA Code sets out minimum best practice standards for small and mid-size quoted companies.
The board comprises two non-executive directors, reflecting a blend of different experiences and backgrounds.
The QCA Code states that a company should have at least two independent non-executive directors. Ritorno considers that its two non-executive directors are independent for the purpose of the QCA Code. The board believes that the composition of the board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities, while at the same time ensuring that no individual (or a small group of individuals) can dominate the board’s decision making. The structure of the board will be reviewed on an ongoing basis.
The board meets regularly to review, formulate and approve the company’s strategy, budgets, corporate actions and oversees the company’s progress towards its goals. As Ritorno has only two directors, it has not established an audit committee or a remuneration committee. This arrangement will be reviewed if additional directors are appointed to the board.
The Company will review its compliance with the recommendations of the QCA Code and include a review in its annual report and accounts in which its compliance will be confirmed or, in the event of any areas of non-compliance, will give reasons for that.