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Corporate Governance

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.

The Company has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee comprises of Jeremy Woodgate and Sarah Gow. The composition of this committee may change over time as the composition of the board changes.

The Audit Committee is responsible for determining the terms of engagement of the Company’s auditors and determining, in consultation with the auditors, the scope of the audit. The Audit Committee receives, and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company’s auditors.

The Remuneration Committee, which comprises Jeremy Woodgate and Peter Wall, 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.

The Aquis Rules and Compliance committee comprises Peter Wall and Jeremy Woodgate and is responsible for ensuring that the Company complies with the listing and ongoing rules of the Access segment of the Aquis Stock Exchange Growth Market.

The Board, which meets not less than 4 times a year, ensures that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.