Corporate Governance

The Company will hold timely board meetings as 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 adopted an anti-corruption and bribery policy.

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In assessing the composition of the Board, the Directors have had regard to the following principles:

• the Chairman should be an independent non-executive Director;

• the Board should include at least four independent non-executive directors, increasing where additional expertise is considered desirable in certain areas, or to ensure a smooth transition between outgoing and incoming non-executive directors; and

• the Board should comprise directors with an appropriate range of qualifications and expertise.

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The Company believes it complies with each of these principles. The Company believes that prior to the Acquisition and given its existing size and the fact that the Board will include four independent non-executive directors, this will assist the Company’s effort in promoting a culture of openness and debate and constructive relations between its Directors.

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The Company will, to the extent practicable for a company of its size and nature, follow the QCA Code, and has established a remuneration, nomination and audit committee, each with their own terms of reference, and the members of which are principally independent non-executive directors.