Investors

Corporate Governance

The Directors recognise the importance of sound corporate governance. The Company will on Admission adopt and apply the QCA Code published by the QCA. Appropriate disclosures will be made on the Company’s website and in the Company’s annual report and accounts as specified in the QCA Code.

Following Admission, the Board will comprise 3 Directors of which 2 are executive and 1 is independent and non-executive, reflecting a blend of different experiences and backgrounds.

The Board will meet regularly to review, formulate and approve the Company’s strategy, budgets and corporate actions and oversee the Company’s progress towards its goals. The Directors intend to hold Board meetings at least six times each financial year (on a pro-rata basis for the first year following Admission), and at other times as and when required. The Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Board will be responsible for monitoring the Company’s risks as well as for implementing other systems of control which are deemed necessary. The Directors have established an Audit Committee and a Remuneration Committee, each with formally delegated rules and responsibilities. These Committees will each meet at least twice yearly. Terms of reference of each committee will be published on the Company’s website on Admission.

The Audit Committee will inter alia determine and examine matters relating to the financial affairs of the Company, including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and systems of accounting and internal control in use throughout the Company.

The Remuneration Committee will review and make recommendations in respect of the Directors’ remuneration and benefits packages and that of senior employees, including share options and the terms of their appointment. The Remuneration Committee will also make recommendations to the Board concerning the allocation of share options to employees.

SHARE OPTION SCHEMES

The Board believes that the success of the Company will depend to a significant degree on the future performance of the Company’s key management and that it is important to ensure that they are appropriately incentivised and that their interests are aligned with those of the Company. The Board regards share options as a key part of such incentive arrangements.

Following Admission, the Company intends to establish a new share option scheme for all eligible employees, which, if approved, will be an Enterprise Management Incentive Scheme. No more than 10 per cent. of the Company’s issued share capital from time to time will be awarded in options.