Director Responsibilities

The Board comprises six Directors, of which two are Executive Directors and four are Non-Executive Directors. The Board considers David Wilkinson, Seshu Bhagavathula and Devyani Vaishampayan to be independent Non-Executive Directors under the criteria identified in the QCA Code. The Directors also recognise the importance of sound corporate governance and, following Admission, have taken account of the requirements of the QCA Code to the extent that they consider appropriate having regard to the Company’s size, board structure, stage of development and resources.

The QCA Code recommends that the board of directors should include a balance of executive and non-executive directors, such that no individual or small company of individuals can dominate the board’s decision taking. In the case of a smaller company, such as the Company, the QCA Code recommends that the board should include at least two non-executive directors who are deemed to independent for the purposes of the QCA Code. As noted above, the independent Non-Executive Directors of the Company are Seshu Bhagavathula, Devyani Vaishampayan and David Wilkinson. The Group will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have, conditional on Admission, established an audit committee, a nominations committee and a remuneration committee with formally delegated rules and responsibilities.

Remuneration Committee

The Remuneration Committee, which will comprise Devyani Vaishampayan (as chairman), with its members consisting of David Wilkinson, Seshu Bhagavathula and Emmanuel Clair, will meet at least twice each year. The committee will be 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.

Audit Committee

The Audit Committee, which will comprise David Wilkinson (as chairman), with its members consisting of Seshu Bhagavathula and Emmanuel Clair, will meet not less than twice a year. The committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company. The Audit Committee will also consider, manage and report on the risks associated with the Group as well as ensuring the Company’s compliance with the AIM Rules and UK MAR concerning disclosure of inside information.

Nomination Committee

The Nomination Committee, which will comprise Emmanuel Clair (as chairman), with its members consisting of Devyani Vaishampayan and David Wilkinson, will meet at least twice each year This committee is responsible for reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure the Board operates effectively as well as being responsible for the annual evaluation of the performance of the Board and of individual directors. The Nomination Committee is expected to meet when necessary to do so. The Nomination Committee also identifies and nominates suitable candidates to join the Board when vacancies arise and makes recommendations to the Board for the re-appointment of any Non-Executive Directors.

Country of incorporation and main country of operation

The Company is domiciled in the United Kingdom, which is also its main country of operation, and was incorporated and registered as a private company limited by shares on 10 November 2008 in England and Wales under the Companies Act 2006 with the name Agility Racing Limited and with registration number 06744840. The Company was re-registered as a public company under the name Saietta Group plc on 18 June 2021. The registered office of the Company is Riverbank, 2 Swan Lane, London, EC4R 3TT and principal place of business of the Company is Building 210, Heyford Park, Camp Road, Upper Heyford, Oxfordshire, OX25 5HE.

Current documents

Admission Document

Articles of Association

AIM securities in issue and significant shareholders

Saietta Group plc has 145,260,370 Ordinary Shares of £0.0011 each in issue at Admission. Regarding the percentage of securities that is not in public hands, please refer to the below page containing further information.

Significant Shareholders

Details of exchanges

The Company’s Ordinary Shares of £0.0011 each are listed on AIM (LON: SED) and not on any other exchanges or trading platforms.

Details of any restrictions on the transfer of securities

There are no restrictions on the transfer of the Company’s Ordinary Shares.

UK Takeover Code

Saietta Group plc is subject to the UK City Code on Takeover and Mergers (the “City Code”). Under the City Code, if an acquisition of an interest in Ordinary Shares were to increase the aggregate interests of the acquirer and its concert parties to 30 per cent. or more of the voting rights in the Company, the acquirer and, its concert parties would be required to make a cash offer for the outstanding Ordinary Shares at a price not less than the highest price paid for interests in Ordinary Shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered when, except with the consent of the Panel, any person (together with persons acting in concert with him) who is interested in Ordinary Shares which carry not less than 30 per cent. of the voting rights of the Group but does not hold Ordinary Shares carrying more than 50 per cent. of such voting rights, and such person (or person acting in concert with him) acquires any other Ordinary Shares which increases the percentage of Ordinary Shares carrying voting rights in which he is interested.

Corporate Governance and Compliance

As a company which is admitted to trading to AIM, the Company is not required to comply with a particular corporate governance code. However, it is required to provide details of the corporate governance code it has decided to apply and state how it will comply with that code. The Directors support high standards of corporate governance and have decided to comply with the QCA Code and the Company is fully compliant with the QCA Code.

Click here for more details of how the Company will comply with the QCA Code with effect from Admission.

Corporate Advisers

Key Resources

Regulatory news

Email alerts

Financial reports and presentations