Corporate Governance and AIM Disclosure, Coms plc (LSE:COMS.L)
Corporate Governance and Disclosure
The Directors of Coms.Com adhere to the highest standards of corporate governance, including the city Combined Code on Corporate Governance and the London Stock Exchange AIM rules.
The information disclosed on this page is to specifically ensure compliance with rule 26 of the AIM rules.
Business Description
Coms.com was founded by Jason Drummond in 2000 with the vision of using the Internet to carry and deliver voice telephone calls. Voice over IP (VoIP) is changing the way consumers and businesses make and receive their telephone calls. Coms offers a low-cost VoIP service that can be combined with services provided by broadband Internet suppliers to make and receive telephone calls. It is the Directors belief that the migration to the use of Internet Protocol to transmit voice messages will continue, with voice calls to the Internet allowing the calling parties to bypass the Public Switched Telephone Network (PSTN).
Coms plc
Their principle trading activities are based in the United Kingdom; however the Coms plc customer base is global.
Registered in England Wales:
05332126
Registered Office:
Coms plc
Finsgate
5-7 Cranwood Street
London EC1V 9EE
Board of directors (profiles):
» Jason Drummond, Executive Chairman
As Chairman, Jason guides the Company strategy and works with the board to set and monitor strategic goals and targets for the business.
» Terry Martin, Chief Executive Officer
As CEO, Terry is responsible for the overall operations and management of the company and organic growth
» Richard Bennett, Corporate Development Officer
As Corporate Development Officer, Richard is responsible for corporate strategy, mergers and acquisitions (M&A), fundraising and Investor Relations.
» Andrew Branson, Chief Financial Officer
As Chief Financial Officer, Andrew has overall responsibility for financial management and financial reporting of the Company.
» Jonathan Cole, Non-Executive Director
As a non-executive director, Jonathan is responsible for ensuring corporate governance and compliance and serves on specified board committees.
» Justin Drummond, Non-Executive Director
As a non-executive director, Justin is responsible for ensuring corporate governance and compliance and serves on specified board committees.
Board Committees
Audit committee
The audit committee is charged with making recommendations to the Board on the appointment of auditors and the audit fee, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for reviewing financial statements prior to publication.
The members of the Audit Committee are:
» Jonanthan Cole
» Justin Drummond
Remuneration Committee
The remuneration committee reviews the performance of the executive directors, sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders and reviews and approves any proposed bonus entitlement. It will also determine the allocation of share options to employees.
The members of the Remuneration Committee are:
» Jonathan Cole
» Justin Drummond
The Company Secretary of the Company attends the meetings of the Remuneration Committee as secretary to the Remuneration Committee.
The Chief Executive Officer of the Group, Terry Martin, may also be invited to attend certain meetings of the Remuneration Committee.
Subsidiary Companies
The following companies are wholly owned operating subsidiaries of Coms plc. Their principle trading activities are based in the United Kingdom; however their customer base is global.
Coms.Com Ltd (www.coms.com)
Registered in England Wales: 04913480
Registered Office:
39-49 Commercial Road
Southampton
Hampshire SO15 1GA
Superline Telecommunications Ltd (www.superline.co.uk / www.callunion.com )
Registered in England Wales: 03945384
Registered Office:
39-49 Commercial Road
Southampton
Hampshire SO15 1GA
ExchangeXT Ltd (www.exchangext.com)
Registered in England Wales: 04408551
Registered Office:
39-49 Commercial Road
Southampton
Hampshire SO15 1GA
VCOMM (UK) Limited (www.vcomm.co.uk)
Registered in England Wales: 04408551
Registered Office:
39-49 Commercial Road
Southampton
Hampshire SO15 1GA
Share Capital
Share Trading
The Company’s shares are traded only on the London Stock Exchange Alternative Investment Market (AIM) and on no other exchange or trading platform.
Symbol: AIM:COMS.L
ISIN: GB00B069TP89
Trading System: SEAQ
Shares in Issue
The Company currently has 922,378,200 Ordinary Shares of 0.1p each in issue, each share carrying the right to one vote.
There are no shares held in treasury.
Directors' Interests
| Director | Number of Ordinary Shares Held | Percentage of Issued Ordinary Shares |
| Jason Drummond * | 494,179,033 | 53.58% |
| Jonathan Cole * | 87,951,100 | 9.54% |
| Justin Drummond * | 31,431,400 | 3.4% |
| Terry Martin * | 2,500,000 | 0.3% |
| Richard Bennett * | 2,500,000 | 0.3% |
| Andrew Branson * | 500,000 | 0.1% |
| The number of securities not in public hands | 67.22% |
* Each of the directors has agreed not dispose of any Ordinary Shares, save in limited circumstances, including Ordinary Shares issued to them as a result of an exercise of Warrants, for a period of one year from the admission date, 6th of September 2007. Each of the directors have further agreed only to dispose of any interest in Ordinary Shares held by them with consent through the Company’s broker for a further twelve months after the first anniversary of the date of admission.
Significant Shareholders
As at 27 July 2007, the following interests in 3% or more of the issued share capital appear in the registrar maintained under the provision of section 211 of the Companies Act 1985.
| Director | Number of Ordinary Shares Held | Percentage of Issued Ordinary Shares |
| Jason Drummond | 494,179,033 | 53.58% |
| Jim Nominees Limited | 88,333,333 | 9.6% |
| Jonathan Cole | 87,951,100 | 9.54% |
| Justin Drummond | 31,431,400 | 3.4% |
Restrictions on Share Transfer
The shares are freely transferable except for the directors lock ins detailed above.
Documentation
The following documents are available for download:
- Interim Report (to be published by 31, October 2007)
- Annual Report (YE January 31, 2007)
- Admission Document (6 September, 2006)
- Current constitutional documents
Further Information
For further information, please contact:
Coms plc
Richard Bennett
Corporate Development Officer
+44 (0) 7966 388 374
rb@coms.com
This page was last updated on the 08th of October 2007.
