ProPhotonix adheres to high standards of governance, conduct and operations

The Board of Directors of ProPhotonix ascribes to strict rules that govern the corporate organization, conduct and everyday operations. The Directors intend to adopt as far as possible the principles of the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). The QCA Code, published by the Quoted Companies Alliance, sets out ten principles to be followed in order for companies to deliver growth in long term shareholder value, encompassing an efficient, effective and dynamic management framework accompanied by good communication to promote confidence and trust. The Company currently complies with the QCA Code to the extent that the Directors consider it appropriate, and having regard to the Company’s size, board structure, stage of development and resources. The Company’s corporate governance was last reviewed formally on March 15, 2019. More detailed information is also provided in the Company’s annual report.



The Board consists of three directors, two of whom are non-executive directors. The non-executive directors are each regarded as independent directors by the Board. Mr. Oglethorpe is the Chair of the Board.  Mr. Oglethorpe’s remuneration is identical to each other non-executive director and receives no special or additional compensation in the role of Chair.  Mr. Oglethorpe has been a Board member for eighteen years and has a background in enterprise systems, Internet, and start up organizations. The Board believes that Mr. Oglethorpe exercises independent judgment in all matters relating to the Company.  Mr.  Thompson has been Board member for six years and has a background in finance, financial markets, and investment banking.

All of the non-executive directors are compensated with cash and the issuance of common stock of the Company.  Prior to 2017 the directors were compensated with cash and options over Ordinary Shares.  The options are not performance based and the Board believes the options do not represent an impairment of independence for any non-executive director.  Rather, in combination with each directors’ share ownership in the Company, the directors’ interests are aligned with shareholder interest.

The Board is responsible to the shareholders for the proper management of the company and meets at least four times a year to set the overall direction and strategy of the company, to review research and development, operational and financial performance and to advise on management appointments. All key operational and investment decisions are subject to Board approval. The Board has established an audit committee, and a governance, nominations, and remuneration committee, with formally delegated duties and responsibilities and each with written terms of reference. Each of these committees will meet as and when appropriate but at least twice each year. The BOD and each committee has the authority to solicit and engage third party consultants such as, but not limited to, legal counsel, external auditors, nominated advisor and compensation consultants.

The Company currently departs from the QCA Code in a number of respects, and in particular:

(i) Board evaluation: the Board currently runs an evaluation process on Board effectiveness though not on a prescribed timeline. The Board intends to continue the current practice which it deems effective for the Board;

(ii) Induction, training and succession planning: the Company receives advice from its nominated adviser and external lawyers for matters relating to Board member induction, and training. The Company has not adopted a policy on succession planning in particular with regard to the Company’s chief executive, Tim Losik;

(iii) Board diversity: the Company is committed to a culture of equal opportunities for all employees regardless of gender, nationality, race, sexual identity or preference, religion, or other bias. All current Board members are male.  The Board will consider any and all qualifying candidates for the Board as positions become open;

(iv) Senior Independent Director: the Chair of the Board is considered the Senior Independent Director.  The Chair is not actively involved in the day to day operations and whose primary duty is the activity of the Board;

(v) Results of Shareholder voting: The Company has not historically announced the detailed results of Shareholder voting to the market. It intends to do so from now on.

Seek to understand and meet shareholder needs and expectations

ProPhotonix seeks to maintain a regular dialogue with both existing and potential shareholders in order to communicate its strategy and progress and to understand the needs and expectations of shareholders.

Beyond the Annual General Meeting, the Chief Executive Officer and, where appropriate, other members of the senior management team meet regularly with investors and analysts to provide them with updates on the business and to obtain feedback regarding the market’s expectations of ProPhotonix.

ProPhotonix’s investor relations activities encompass dialogue with both institutional and private investors.

The Board also endeavors to maintain a dialogue and keep shareholders informed through its public announcements and Company website.  ProPhotonix’s website provides not only information specifically relevant to investors (such as the Company’s annual report and accounts, investor presentations, regulatory announcements and share price information) but also regarding the nature of the business itself, the technology, key products and background to ProPhotonix’s target markets and non-regulatory press releases.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board places a high priority on regular communications with its various stakeholder groups and aims to ensure that all communications concerning the Company’s activities are clear, fair and accurate. ProPhotonix’s website is regularly updated and announcements or details of presentations and events are posted onto the website.

The Company engages regularly with various stakeholder groups, including shareholders, customers, suppliers and other market participants thereby ensuring that it remains up to date with key resources and relationships both out-with and within the business.


Promote a corporate culture that is based on ethical values and behaviors

The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Company’s operations. These values are enshrined in the written policies and working practices adopted by all employees in the Company. An open culture is encouraged within the Company, with regular communications to staff regarding progress and staff feedback regularly sought. Senior management regularly monitors the Company’s cultural environment and seeks to address any concerns than may arise, escalating these to Board level as necessary.

ProPhotonix is committed to providing a safe environment for its staff and all other parties for which the Company has a legal or moral responsibility in this area. The Company has a Health and Safety policy which is enforced rigorously.

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