AIM Rule 26
AIM Rule 26
Below is all of the information and documentation required of us to enable compliance with Rule 26 of the AIM Rules. The information provided here was last updated on 9th May 2017 and is disclosed in accordance with Rule 26.
Country of incorporation and main country of operation
Osirium Technologies plc (“Osirium” or “the Company”) is incorporated in England and Wales (Registration Number 9854713). Osirium’s main country of operation is the United Kingdom.
Osirium is an award winning, privileged access management and cyber-security specialist. Our industry leading product suite protects critical data from cyber attacks and internal threats.
We are a UK based cyber-security software provider that protects critical IT assets, infrastructures and devices by preventing targeted cyber-attacks from directly accessing Privileged Accounts, removing unnecessary access and powers of Privileged Account users, deterring legitimate Privileged Account users from abusing their roles and containing the effects of a breach if one does happen.
What is a Privileged Account?
A Privileged Account has elevated permissions and rights compared with an average user account. An organisation’s IT assets, infrastructures and devices such as directory services, application tiers, databases, network and security appliances and backup and service infrastructures are all operationally managed by employees or third party outsourcers. By virtue of their function, these employees and third parties are issued with Privileged Account access to ensure the uptime (i.e. less downtime), performance and security of an organisation’s IT assets, infrastructures and devices. Functions that require access to Privileged Accounts include database and system administrators, network engineers, IT security and audit practitioners, data centre operators, application developers and cloud custodians. Privileged Account users therefore have extensive access to IT systems and sensitive data.
Simon Lee Chairman
Simon Lee is an International Advisor to Fairfax Financial, Global Advisor to SATMAP Inc, Non Executive Director of TIA…
David Guyatt CEO
Co-founder of Osirium, the management team is led by David Guyatt, who has over 25 years’ experience in turning next…
Rupert Hutton CFO
Rupert served for 12 years as Finance Director of AIM quoted Atlantic Global Plc, a cloud-based project management service,…
Simon Hember Non-Executive Director
Simon is Founder and Managing Director of Acumin Consulting. Established in 1998, Acumin is a leading specialist for…
Stephen Purdham Non-Executive Director
Steve has spent his entire career in the technology industry, starting with International Computers Limited in 1978 before…
Responsibilities of the board of directors and its committees
There is no compulsory regime of corporate governance to which the directors of a UK company admitted to AIM must adhere to over and above the general fiduciary duties of skill and diligence imposed on such directors under English law. However, the Directors acknowledge the importance of the principles set out in the QCA Corporate Governance Code for Small and Mid-Size Quoted Companies (“QCA Code”). Although the QCA Code is not compulsory for AIM quoted companies, the Directors intend to apply the principles as far as they consider appropriate for a company of its size and nature.
The Board comprises five directors, two of whom are executive directors and three of whom are non-executive directors, reflecting a blend of different experience and backgrounds. The Board considers Simon Lee, Simon Hember and Steve Purdham to be independent Non-Executive Directors under the criteria identified in the UK Corporate Governance Code (September 2014).
The Board meets regularly and is responsible for strategy, performance, approval of any major capital expenditure and the framework of internal controls. To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to all directors in advance of Board meetings. The Board has established audit and remuneration committees with formally delegated duties and responsibilities and with written terms of reference. Each of these committees meet regularly and at least twice a year. From time to time separate committees may be set up by the Board to consider specific issues when the need arises. Further details on the audit and remuneration committees are set out below.
The duties of the Audit Committee are to consider the appointment, re-appointment and terms of engagement of, and keep under review the relationship with, the Group’s auditors, to review the integrity of the Group’s financial statements, to keep under review the consistency of the Group’s accounting policies and to review the effectiveness and adequacy of the Group’s internal financial controls. In addition, it has received and reviewed such reports as it from time to time requests from the Group’s management and auditors. The Audit Committee has met at least twice a year and has unrestricted access to the Group’s auditors. The Audit Committee comprises Steve Purdham, Simon Lee and Simon Hember and has been initially chaired by Simon Lee.
The directors acknowledge that relevant corporate governance guidelines, including the QCA Code, state that the Audit Committee should not be chaired by the Chairman of the company. The directors have considered the membership of the Audit Committee carefully and have concluded that, given the current composition of the board, Simon is the most appropriate choice to be its Chairman. The board regularly reviews the effectiveness of the Audit Committee. Once any further appointments have been made to the board, the Audit Committee will be reviewed to bring its composition into line with corporate governance best practice guidance.
The Remuneration Committee has responsibility for reviewing and determining, within agreed terms of reference, the Group’s policy on the remuneration of Senior Executives, Directors and other key employees and specific remuneration packages for Executive Directors, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the New Share Option Scheme. It has met not less than twice a year. The remuneration of Non-Executive Directors is a matter for the board and no Director may be involved in any discussions as to his or her own remuneration. The Remuneration Committee comprises Steve Purdham, Simon Lee and Simon Hember and is chaired by Steve Purdham.
Takeovers and mergers
The Company is subject to the UK City Code on Takeovers and Mergers.
Exchanges or trading platforms that have been applied or agreed to have any of its securities (including its AIM securities) admitted or traded
The securities of Osirium Technologies plc are traded on the AIM market operated by the London Stock Exchange plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platform.
AIM Securities in Issue, shares not in public hands, significant shareholders and restrictions on transfer
The number of shares in issue is 10,394,355. The number of shares not in public hands is 6,725,063 representing 64.7% of the issued share capital.
There are no restrictions on the transfer of ordinary shares.
Date last updated: 2nd May 2017
Company contact information
One Central Square
11-13 High Street
T: +44 (0) 118 324 2444
Nominated Adviser, Financial Adviser and Broker
Panmure Gordon (UK) Limited
One New Change
RSM UK Audit LLP
25 Farringdon Street
Blake Morgan LLP
6 New Street Square
The Manor House
Marton Le Moor
Neville Registrars Ltd
18 Laurel Lane