Governance

The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company’s size, board structure, stage of development and resources.

The QCA Code recommend 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 independent.

The Company 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. In order to implement its business strategy, as at the date of this Document, the Company has adopted the corporate governance structure set out below:

Audit Committee

The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Ian Tordoff and its other member are Kieran Vaughan and John Maxwell. The Audit Committee will meet at least two times a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes.

Remuneration Committee

The remuneration committee, which comprises Ian Tordoff and Kieran Vaughan, is 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 Group. The Remuneration Committee is chaired by Kieran Vaughan.

Aquis Rule Compliance Committee

The Aquis Rule Compliance Committee, which will comprise Ian Tordoff, Kieran Vaughan and Neil Clayton, will meet not less than four times a year. The Aquis Rule Compliance Committee is chaired by Kieran Vaughan.

The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee at this stage of the Company’s development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole.