CORPORATE GOVERNANCE

The UK Corporate Governance Code as published from time to time by the FCA does not apply to the Company, but the Directors are committed to maintaining a high standard of corporate governance and intend to comply with those aspects of the QCA Code which they consider appropriate, taking into account the size of the Company and the nature of its business.

The Board

The Company has four Directors, two of whom will be non-executive. David Faktor, the Chairman, and Ian Sands. The non-executive directors are independent and are free from any business or other relationship that could materially interfere with the exercise of their independent judgement. Valerie Kondratiev is the Chief Executive Officer and Robert Stubbs is the Chief Financial Officer.

The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. Following Admission, the Company intends to hold Board meetings no fewer than six times in each financial year of the Company and at such other times as may be required. The Board will have access to the advice and services of the Company Secretary and will be able to gain access to external independent advice should they wish to do so.

The Board has delegated specific responsibilities through the appointment of an audit Committee and remuneration Committee.

Audit Committee

The audit committee will initially comprise David Faktor and Ian Sands who will be Chairman. The audit committee will meet on at least two occasions during each financial year.

The audit committee will be responsible for ensuring that the financial performance, position and prospects of the Company and the Enlarged Group are properly monitored and reported on.

It will review the Company’s interim and annual financial statements before submission to the Board for approval, as well as regular reports from external auditors on accounting and internal control matters within the Enlarged Group. Where appropriate, the audit committee will monitor the progress of action taken in relation to such matters. The audit committee will also recommend the appointment of, and will review the fees of, the external auditors.

Remuneration committee

The remuneration committee will initially comprise of the two independent directors, Ian Sands will be chairman. The remuneration committee will meet as required during each financial year. It is responsible for monitoring and reviewing the performance of the Executive Directors and for setting the scale and structure of their remuneration, having due regards to the interests of Shareholders and the performance of the Enlarged Group. The remuneration committee will administer the payment of any bonuses to the Executive Directors and consider the future allocation of the Company’s share option arrangements. The remuneration of the non-executive Directors will be reviewed by the Board.

Share Dealing

In line with JP Jenkins the Company has adopted a dealing policy for Directors’ and employee’s dealings in the securities of the Company which the Board considers is reasonable and effective for a company on JP Jenkins platform. The dealing policy will be updated by the Board as and when further updates as to the minimum provisions which should be contained in such a dealing policy according to JP Jenkins rules. The Directors will take all reasonable steps to ensure compliance by the Enlarged Group’s employees

In accordance with the Company’s dealing policy, the Directors and employees will not be permitted to deal in the Company’s securities without first notifying the Chairman and the CFO and receiving clearance to deal from them.

The Board will take all reasonable steps to ensure the Company’s compliance with the Market Abuse Regulation (“MAR”) which came into force on 3 July 2016. The Board will continue to monitor changes to the guidance in relation to MAR as and when such guidance is released by JP Jenkins and will seek external advice if it considers it necessary.