CORPORATE GOVERNANCE


The Directors, recognise the importance of, and are committed to, high standards of corporate governance. Accordingly, the Board will hold regular meetings throughout the year and all necessary information will be supplied to the Directors on a timely basis to enable them to discharge their duties effectively. Additionally, special meetings will take place or other arrangements will be made when Board decisions are required in advance of regular meetings.

The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Group. It is the intention of the Directors that these controls will be reviewed regularly in light of the future growth and development of the Group and adjusted accordingly.

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

Although compliance with the UK corporate governance code is not compulsory for AIM companies, the Directors intend to apply the principles of the Corporate Governance Code to the extent that they consider appropriate in light of the Company’s size, stage of development and resources and taking into account the Corporate Governance Guidelines for AIM companies issued by the Quoted Companies Alliance.

The Corporate Governance Code states that the board should determine whether a director is independent in character and judgment and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgment.

The Board comprises five Directors, two Executives and three Non-Executives, and reflects a blend of different experiences and backgrounds. The roles of Chairman (which is a non-executive position) and Chief Executive have been split by the Board and there is a clear division of responsibility between the two. The Board considers Ross Graham and David Reeves to be independent in character and judgement.

The Directors have formed, and have adopted an audit committee, and a remuneration committee.

COMMITTEES OF THE DIRECTORS

Audit Committee

The Company has established an Audit Committee that, with effect from Admission, will be initially comprised of Ross Graham and David Reeves. David Reeves is the Chairman of this Committee. The Audit Committee will meet at least twice a year and is responsible for reviewing the integrity of the financial statements of the Group, the Group’s compliance with legal and regulatory requirements, and the adequacy and effectiveness of the Group’s internal financial controls and risk management processes including the extent to which internal audit review is required. It will review the external auditors’ performance and independence and make recommendations to the Board on the appointment of the auditors.

Remuneration Committee

The Company has established a Remuneration Committee that, with effect from Admission, will be initially comprised of Ross Graham, David Reeves and Giorgio Guastalla, of which Giorgio Guastalla will be the Chairman. The Committee will meet at least twice a year and is responsible for determining and reviewing with the Board the policy for the remuneration of the Executive Directors and such other members of the executive management it is designated to consider. Within the terms of the agreed policy, it shall determine the total individual remuneration of the Executive Directors. The Remuneration Committee shall also approve the design of, and determine targets for, any performance related pay schemes, review the design of any share incentive plans, determine the awards to the Executive Directors and determine the policy for, and scope, of pension arrangements for each Executive Director.

The Board will comply with Rule 21 of the AIM Rules relating to directors’ dealings and will also take all reasonable steps to ensure compliance with that rule by the Group’s applicable employees. The Company has adopted a code on dealing in securities of the Company and will take all reasonable steps to ensure compliance by the Directors and relevant employees in due course. The Board will hold regular meetings at which financial and other reports will be considered and, where appropriate, voted on.

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