Corporate governance

The Directors recognise the value and importance of high standards of corporate governance and intend to adopt the UK Corporate Governance Code published by the Financing Reporting Council (the “Corporate Governance Code”) and to comply with those requirements of the Corporate Governance Code they consider appropriate in light of the Company’s size, stage of development, strategy and resources. This will result in a phased implementation as the Company moves to admission to trading on the Main Market of the London Stock Exchange.

The Corporate Governance Code recommends that at least half the board of directors of a UK-listed company, excluding the Chair, should comprise non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement (“Independent Non-Executive Directors”).

On Admission, the Board will consist of the Independent Non-Executive Chair (the “Chair”), one Independent Non-Executive Director and two executive Directors (the “Executive Directors”). It is intended that additional non-executive Directors will be appointed to the Board shortly after an initial acquisition.

The Corporate Governance Code recommends that the board of directors of a company should appoint one of the independent non-executive directors to be the senior independent director to provide a sounding board for the Chair and serve as an intermediary for the other directors and shareholders. Christopher Miller has been appointed as Senior Independent Director.

The Corporate Governance Code recommends that the board of directors of a company establish an audit committee, a remuneration committee and a nomination committee. Although not in place at Admission, in due course, the Directors intend to establish an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities.

The audit committee will determine the terms of engagement of the Company’s auditors and will determine, in consultation with the Company’s auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use by the Company. The audit committee will have unrestricted access to the Company’s auditors.

The remuneration committee will review the scale and structure of the Executive Directors’ future remuneration and the terms of their service agreements with due regard to the interests of shareholders, although the Company has established a remuneration policy and a long term incentive plan as at Admission. No Director will be permitted to participate in discussions or decisions concerning his own remuneration.

The nomination committee will be responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board and for identifying potential candidates to be appointed as Directors or committee members as the need may arise. If the need should arise, the Directors may set up additional committees as appropriate.