Corporate Governance

The Corporate Governance Code, which was published in September 2012, applies only to companies on the premium segment of the Official List and not to companies whose shares are admitted to trading on AIM. However, the Directors recognise the importance of sound corporate governance and intend that the Enlarged Group will comply with the provisions of the QCA Guidelines, as published by the Quoted Companies Alliance, insofar as they are appropriate given the Company’s size, nature and stage of development. As the Company grows, the Directors intend that it should develop policies and procedures which reflect the Corporate Governance Code, so far as it is practicable taking into account the size and nature of the Company.

The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. Following Admission, the Enlarged Group intends to hold Board meetings monthly and at other times as and when required. The Group has established properly constituted audit, remuneration and AIM compliance committees of the Board with formally delegated duties and responsibilities, a summary of which is set out below.

Audit Committee

The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. On Admission, the members of the audit committee will be Zegham Choudhry, who will act as chairman of the committee, Sam Quinn and the Chief Financial Officer.

Remuneration Committee

The remuneration committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the Board on proposals for the granting of share awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time to time. The remuneration committee will meet at least twice a year. On Admission, the members of the remuneration committee are Sam Quinn, who will act as chairman of the committee, Zegham Choudhry and Bruce Fulton.