The Board of TVC is committed to maintaining high standards of corporate governance.  While adherence to the Combined Code on Corporate Governance is not required of ESM and AIM listed companies, TVC supports the principles and provisions of the Code and has undertaken to apply these insofar as appropriate and practical for a company of its size.  The following statement describes how TVC is applying the Code in the governance of its business.

The Company is controlled through its Board of Directors.  The Board’s main roles are to create value for shareholders, to provide leadership of the Company, to approve the Company’s strategic objectives and to ensure that the necessary financial and other resources are made available to meet those objectives. 

The Board is responsible for reviewing and approving TVC’s strategy, budgets, new investments, follow-on investments in excess of certain limits, divestments in excess of certain limits and major items of capital expenditure. The Board has delegated responsibility for the day-to-day management of the Group, and follow-on investments and divestments below a certain threshold, to the Group’s executive management.

The Board is currently comprised of 3 executive and 3 non-executive directors.  The Board considers all non-executive directors capable of exercising independent judgement.  The Executive Chairman is responsible for the operational efficiency of the Board and for ensuring that all directors have full and timely access to the information necessary to enable them to discharge their duties.  Board meetings are held regularly throughout the year at which reports relating to TVC’s operations, together with financial reports, are considered.

The directors have full access to the advice and services of the company secretary, who also acts as secretary to the audit committee.  The company secretary is responsible to the Board for ensuring that Board procedures are followed and ensuring compliance with applicable rules and regulations.  The directors also have access to independent professional advice, at the Group’s expense, if and when required.

The Board has established an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities.

The Directors comply with Rule 21 of the AIM Rules and Rule 21 of the ESM Rules relating to directors’ dealings as applicable to AIM and ESM companies respectively and will take all reasonable steps to ensure compliance by TVC’s applicable employees.