Corporate Governance

The Directors recognise the importance of sound corporate governance and intend for the Company to comply with the main provisions of the QCA Guidelines insofar as they are appropriate given the Company’s size and stage of development. In the annual report the Company gives details of how it addresses the principles set out in the UK Corporate Governance Code.

The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. Following Admission, the Directors intend to hold Board meetings at least quarterly and at such other times as they deem necessary. The Board has created a remuneration committee, an audit committee and a nomination committee.

Audit Committee

This committee is chaired by Peter Cockburn. It will meet at least twice each year and will be responsible for ensuring that the financial performance of the Group is properly monitored and reported on and for meeting with the auditors and reviewing findings of the audit with the external auditor. It is authorised to seek any information it properly requires from any employee and may ask questions of any employee. It will meet with the auditors once a year without any members of management being present and is also responsible for considering and making recommendations regarding the identity and remuneration of such auditors.

Remuneration Committee

This committee is chaired by Peter Cockburn. It will meet at least once each year and will consider and recommend to the Board the framework for the remuneration of the executive directors of the Company and any other senior management. It will further consider and recommend to the Board the total individual remuneration package of each executive director including bonuses, incentive payments and share options or other share awards. In addition, subject to existing contractual obligations, it will review the design of all share incentive plans for approval by the Board and the Company’s shareholders and, for each such plan, will recommend whether awards are made and, if so, the overall amount of such awards, the individual awards to executive directors and the performance targets to be used. No director will be involved in decisions concerning his own remuneration.

Nomination Committee

This committee consists of Peter Cockburn as chairman and Ajay Kalsi. The nomination committee will meet at least once each year and will consider the selection and re-appointment of Directors. It will identify and nominate candidates to all Board vacancies and will regularly review the structure, size and composition of the Board (including the skills, knowledge and experience) and will make recommendations to the Board with regard to any changes.

The Company has adopted a share dealing code (based on the Model Code) and the Company will take all proper and reasonable steps to ensure compliance by the Directors and relevant employees.

Guernsey companies are not otherwise subject to a corporate governance regime.

 
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