Corporate Governance

The Directors and the Proposed Directors acknowledge the importance of the principles set out in the QCA Corporate Governance Code. The Directors and the Proposed Directors have applied the QCA Corporate Governance Code, as far as they consider appropriate for a company of the Company’s size and nature.

The Board comprise five directors, two of whom are non-executive directors, reflecting a blend of different experience and backgrounds. The Board meets regularly to consider strategy, performance and the framework of internal controls.

To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to all directors in advance of Board meetings. All directors have access to the advice and services of the Chief Financial Officer, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

Board Committees

The Company has established Audit, Nomination and Remuneration Committees.

The Audit Committee has appointed Joanne Lake as chairman, and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and reviewing reports from the Group’s auditors relating to the Group’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee meets at least three times a year. Peter Cheung and Stephen Hammett will be the other members of the Audit Committee.

The Nomination Committee has appointed Peter Cheung as chairman, and will identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee meets as required. Joanne Lake and Stephen Hammett will be the other members of the Nomination Committee.

The Remuneration Committee has appointed Stephen Hammett as chairman, and reviews the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least once a year. Peter Cheung and Joanne Lake will be the other members of the Remuneration Committee.

Share Dealing Code

The Directors and the Proposed Directors understand the importance of complying with the AIM Rules relating to dealings by directors and certain other employees of the Group in the Ordinary Shares and has established a share dealing code. The Company has taken all reasonable steps to ensure compliance by the directors and any relevant employees. The Directors and the Proposed Directors believe that the share dealing code adopted by the Board is appropriate for a company quoted on AIM. The Board will comply with Rule 21 of the AIM Rules relating to directors’ dealings and will take reasonable steps to ensure compliance by the Company’s “applicable employees” as defined in the AIM Rules.

The Company is subject to the City Code on Takeovers and Mergers.