Corporate Governance
AIQ’s Board is committed to applying the appropriate high standards of corporate governance commensurate with its size and maturity, and recognises its responsibility to serve the interests of its stakeholders in managing the company and delivering a sustainable business model.
Board of Directors
Mr Duncan is a UK-based chartered accountant with more than 20 years’ capital markets experience, specialising in advising quoted companies with regards to financial reporting, transaction support and regulatory compliance.
Since 2013, Mr Duncan has run a consultancy business providing advice to growing private and public companies in the UK and internationally. Clients have included Learning Technologies Group, an AIM-quoted e-leaning services and technologies business; Blue Prism, an AIM-quoted provider of an enterprise-strength Robotic Process Automation software platform; TechFinancials Inc, an AIM-quoted software developer that supplies simplified trading solutions to online brokers; and Escape Hunt Group, an AIM-quoted global provider of live ‘escape the room’ experiences. Prior to 2013, Mr Duncan was a capital markets director with Mazars LLP, an accountancy firm, in London, UK. Mr Duncan has worked closely with Asian companies and advised on the AIM admission of Pixel Media, a Hong-Kong based online advertising and media company, and Velosi Group, a Malaysian oil services company.
Mr Li has over 20 years’ experience in assisting companies with their strategic growth. As a HKSFC licensed investment consultant and Certified Financial Planner, he began his career working for several financial planning and wealth management consultancies based in Hong Kong. Since 2016, Mr Li has provided business advisory and mentorship services to companies across a range of industries related to e-commerce and digital business primarily in Australia and China. This includes helping companies prepare for the public market; overseeing development such as through business model constructing and optimisation, company reorganisation and recruitment; fundraising; and assisting with establishing a digital business presence. Prior to joining the Board of AIQ, Mr Li worked with Charles Yong Kai Yee, Executive Director, to develop the strategy for Alchemist Codes.
Mr Yong was appointed an Executive Director of AIQ following its acquisition of Alchemist Codes, where he is CEO, in March 2020. He founded Alchemist Codes in 2018 and his initial efforts were focused around the development of an enterprise messaging application for corporate users. Prior to founding Alchemist Codes, Mr Yong was the lead developer of MM intelligence technology Sdn Bhd and was responsible for managing and leading a team of mobile and backend developers and performing Research & Development on new technologies. In 2012, Mr Yong was the Senior Design Engineer at Itrimech Technology (M) Sdn Bhd where he was actively involved in leading and delivering large scale Internet of Things applications for multiple institutes and corporations in Malaysia, including Taylor University and Sunway Group. Mr Yong obtained a Bachelors in Engineering with First Class Honours in Electrical Engineering from the University of Bradford, UK.
Mr Chathli is a capital markets specialist with significant experience in advising global companies, organisations and government agencies. Currently, he is a director of Luther Pendragon, an independent communications consultancy, and a director of a capital markets advisory consultancy, Access Capital Markets. He is also Chairman of Lokcom Networks Ltd, an internet-of-things technology start-up company, and a non-executive director of BiON plc, an AIM-quoted renewable energy company.
For over 20 years he has advised public companies listed on the London Stock Exchange’s Main Market and on AIM as well as on NASDAQ and other international bourses. This includes working on international M&A deals, IPOs, MBOs, crisis communications as well as financial PR starting in 1998 at Brunswick Group, a global partnership advising on business critical issues. In 2004, he established a financial PR company, Corfin, which was acquired by Luther Pendragon in 2011. Prior to his career in financial PR, Mr Chathli worked for Adam Smith International, a global advisory and consulting business, advising governments in emerging nations with their economic reform policies.
Role of the Board
The Board meets regularly throughout the year (either in person or by conference call) and all necessary information is supplied to the Board on a timely basis to enable it to discharge its duties effectively. Additionally, special meetings will take place or other arrangements will be made as issues arise that require the attention of the Board. The Board is responsible for the management of the business of the company, setting strategic direction and establishing the policies of the company. It is the Board’s responsibility to oversee the financial position of the company and monitor its business and affairs on behalf of the shareholders. The primary duty of the Board is to act in the best interests of the company at all times. The Board also addresses issues relating to internal control and the approach to risk management.
Board committees
The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally delegated duties and responsibilities.
The Audit Committee is responsible, amongst other things, for making recommendations to the Board on the appointment of auditors (and the audit fee) and monitoring and reviewing the integrity of the company’s financial statements as well as reports from the company’s auditors on those financial statements. The Audit Committee members are Graham Duncan (chair) and Harry Chathli.
The Remuneration Committee is responsible, amongst other things, for reviewing and approving the remuneration policy and total individual packages for the executive directors, approving the rules and basis for participations in any performance related pay-schemes, share incentive schemes and pension arrangements and obtaining reliable and up-to-date information about remuneration in other companies. The Remuneration Committee members are Harry Chathli (chair) and Graham Duncan.
The Nomination Committee is responsible, amongst other things, for reviewing the structure, size and composition of the Board and ensuring that it is comprised of the right balance of skills, knowledge and experience, identifying and nominating for approval candidates to fill any vacancies on the Board as and when they arise, giving full consideration to succession planning for the Group and making recommendations as to the composition of the other committees of the Board. The Nomination Committee members are Harry Chathli (chair) and Graham Duncan.
Code Compliance
As a company with a Standard Listing, AIQ is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Board is committed to maintaining high standards of corporate governance and, so far as is practicable given its size and stage of development, intends to voluntarily adopt the UK Cooperate Governance Code. Following the acquisition of Alchemist Codes in late March 2020, the company’s corporate governance structures and practices are under review and the outcome will be communicated to shareholders as appropriate in due course.
Anti-Corruption and Bribery
The Board recognises the importance of having and operating effective anti-corruption and bribery practices and safeguards. The Board has formally adopted an anti-corruption and bribery policy and all Directors are bound by a code of conduct that covers anti-corruption and bribery. The company’s internal control processes are reviewed at least annually as a means of ensuring they remain fit for purpose as the business evolves.
Relations with Shareholders
The Directors seek to build on a mutual understanding of objectives between the company and its shareholders by being available to meet to discuss issues of importance or concern and receive feedback. Each of the Directors is available to meet with shareholders if required. The Board also seeks to use the annual general meeting to communicate with its shareholders. As the company’s operations develop following the completion of the acquisition of Alchemist Codes, the Directors are committed to communicating with the market regularly and issuing trading updates as appropriate.