Corporate Governance

    The Company is compliant with the corporate governance regime of Gibraltar. The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Company. These controls will be reviewed in the light of any acquisitions or significant growth of the Company’s business and adjusted accordingly.

    The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code. However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain other provisions of the QCA Code may be delayed until such time as the Directors and their advisers are able to adopt them fully.

    Alan Gravett and Michael Mainelli are considered by the Board to be independent Non-Executive Directors, notwithstanding that under their respective letters of appointment each may be paid in Ordinary Shares as an alternative to cash, at the election of the Company, and they each have common directorships with other members of the Board. This matter of independence will be re-visited by the Board on a periodic basis.

    The Company will hold regular quarterly board meetings, with additional board meetings as further issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Directors’ responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company at all times.

    The Board also addresses issues relating to internal control and the Company’s approach to risk management and has formally adopted an anti-corruption and bribery policy.

    The Directors have established a Remuneration Committee, an Audit Committee and an AIM Rules Compliance Committee with formally delegated duties and responsibilities. Due to the size of the Company, questions of risk management will be assessed by the entire Board.

    Audit Committee

    The Audit Committee, which currently comprises Richard Poulden and Michael Mainelli, with Michael Mainelli as chairman, has the primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls. The committee is also responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring the financial performance of the Company is properly monitored and reported. The audit committee will meet not less than three times a year.

    Remuneration Committee

    The Remuneration Committee, which currently comprises Alan Gravett and Richard Poulden, with Alan Gravett as chairman, 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 Company.

    AIM Rules Compliance Committee

    The AIM Rules Compliance Committee, which currently comprises Richard Poulden and Alan Gravett, with Richard Poulden as chairman, is responsible for monitoring and reporting on the Company’s compliance with the AIM Rules for Companies. The AIM Rules Compliance Committee will also consult with the Company’s nominated adviser from time to time in relation to such compliance.

    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.

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