Directors and Important Information
The Board comprises four Executive Directors and one Non-Executive Director. The Directors are ultimately responsible for managing the Company’s business in accordance with its Articles and assessing the appropriateness of its Investing Policy and strategy. The Directors also have overall responsibility for the Company’s activities, including its Investment activities, and reviewing the performance of the Company’s Investments.
The Directors believe the Board is comprised of a knowledgeable and experienced group of professionals with relevant experience and capability to deliver the Company’s strategy.
Peter Wall is CEO of Argo Blockchain PLC and non-executive chairman of Cellular Goods PLC (both of which are listed on the Main Market) and was also a member of the management team that founded Argo and has been responsible for day-to-day operations since the company launched. He’s passionate about how blockchain and cryptocurrencies can impact people’s everyday lives. Known as a guy who gets things done, Peter’s varied career includes work as a technology entrepreneur, journalist, and filmmaker. He lives in Ottawa, Canada.
Mr Barry Downes is an experienced software industry executive, technologist, entrepreneur and technology investor. Mr Downes is a co-founder and Managing Partner of Sure Valley Ventures (SVV), a venture capital firm that invests in high-growth software start-ups in the UK and Ireland. SVV is a leading investor in advanced technology start-ups in the areas of Artificial Intelligence (AI), Security and Blockchain and Immersive Technologies such as Augmented Reality. Previously, Mr Downes founded the software start-up, FeedHenry, which was sold to Red Hat Inc for $82 million in 2014. He was also the CEO of the leading academic software research institute The Walton Institute (previously TSSG), which worked with many of the top Silicon Valley and European global software companies on advanced technology projects. Mr Downes has extensive domain experience in distributed systems, cryptography and blockchain and he is also an advisor to the European Commission’s EIC Accelerator, which has an allocated budget of c. €1 billion. Mr Downes holds a BSc in Applied Computing from Waterford Institute of Technology, an MBA from Smurfit Business School, University College Dublin and executive qualifications from Henley Business School in the UK, Harvard Law School in Cambridge, Massachusetts and Haas School of Business at the University of California, Berkley in the USA, in Venture Capital. Mr Downes is also a Certified Fund Director (CIFD), awarded by the Institute of Banking (IOB) and he is also registered with the FCA (reference number BXD01546).
Mr Brian Kinane is an experienced telecom industry executive, corporate financier, entrepreneur and computer scientist. Mr Kinane has extensive experience including managing/advising funds and investment vehicles that invest in high-growth software start- ups in artificial intelligence, cyber security, IOT, immersive technologies and crypto. In addition, Mr Kinane has long term experience of special situations investment into publicly traded companies including sectors such as technology, electric battery, natural resource and environmental technologies. From a corporate perspective, Mr Kinane has worked as both an industry executive and entrepreneur in the technology sector, including roles at global telecoms companies such as Ericsson group and Telenor group and co-founder roles at technology companies in the mobile data sector including FeedHenry where Mr Kinane was a co-founding shareholder and director alongside Mr Downes. Mr Kinane’s academic background includes a computer science degree from Trinity College Dublin and MBAs from London Business School and Columbia Business School. Mr Kinane is registered with the FCA.
Independent Non-Executive Director
Séamus Larrissey is the Finance Director of VR Education Holdings PLC (“VRE”), an AIM and Euronext Growth listed entity. He was part of the executive board who oversaw the heavily oversubscribed listing in March 2018 which saw the company raise €6.75m. He subsequently led a secondary raise of €3m from HTC during 2020. He has full responsibility for the finance function within VRE and liaises closely with a variety of advisors including brokers, NOMAD, corporate company secretary and auditors. Prior to his appointment in VRE he worked from 2013 to 2017 as a Senior Project & Management Accountant at Telecommunications Software and Systems Group (“TSSG”). At TSSG he worked across projects to support the commercialisation process by developing business and financial models for new product/spinout launches. Prior to joining TSSG, Séamus trained and then worked at a management level at EY where he gained significant auditing and accounting experience across a broad spectrum of industries. Séamus holds a Bachelor of Business Studies in Accountancy from Waterford Institute of Technology and is a Fellow of the Institute of Chartered Accountants.
The Directors recognise the importance of sound corporate governance and have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company’s size, board structure, stage of development and resources.
The Board, which will meet not less than once per month, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.
In order to implement its business strategy, as at the date of this Document, the Company has adopted the corporate governance structure set out below:
[TO BE INCLUDED ONCE COMPOSITION OF COMMITTEES ARE DEFINED]
Exceptions to the QCA Code
Prior to the admission on the Aquis Exchange Growth Market this will detail the exceptions to the adoption of the QCA code.
The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Seamus Larrissey and its other members are Barry Downes and Peter Wall. The Audit Committee will meet at least two times a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes.
The remuneration committee, which comprises Seamus Larrissey and Brian Kinane, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Seamus Larrissey.