The Board believes in the importance of corporate governance

The Board is aware of its responsibility for overall corporate governance, and for supervising the general affairs and business of the Company’s group (“the Group”).

The Company’s shares are quoted on the AIM Market of the London Stock Exchange (“AIM”) and the Company is subject to the continuing requirements of the AIM Rules. Although the Company is not required to comply with the UK Corporate Governance Code by virtue of being an AIM-quoted company, the Board seeks to apply the QCA Corporate Governance Code (as devised by the QCA in consultation with a number of significant institutional small company investors) to the extent appropriate and practical for a company of its nature and size.

The Board consists of four directors, two of whom are non-executive. The names of the directors, together with their biographical details, are set out here. The Board has determined that Thomas Engelen is independent in character and judgement and that there are no relationships or circumstances which could materially affect or interfere with the exercise of his independent judgement. The Board is satisfied with the balance between executive and non-executive directors, which allows it to exercise objectivity in decision making and proper control of the Group’s business. The Board considers its composition is appropriate in view of the size and requirements of the Group’s business, and the need to maintain a practical balance between executives and non-executives. All directors appointed by the Board are subject to election by shareholders at the first Annual General Meeting after their appointment. Directors are also subject to retirement by rotation and re-election in accordance with the articles of association of the Company.

The non-executive directors constructively challenge and help develop proposals on strategy, and bring strong, independent judgement, knowledge and experience to the Board’s deliberations. The directors are given access to independent professional advice at the Company’s expense, when the directors deem it is necessary in order for them to carry out their responsibilities.

The Board’s primary objective is to focus on adding value to the assets of the Group by identifying and assessing business opportunities and ensuring that potential risks are identified, monitored and controlled. Matters reserved for Board decisions include strategy, budget, performance, and approval of major capital expenditure and the framework of internal controls. The implementation of Board decisions and day-to-day operations of the Group are delegated to executive directors.

The Board receives appropriate and timely information prior to each meeting, with a formal agenda and Board and Committee papers being distributed several days before meetings take place. Any director may challenge Group proposals, and decisions are taken democratically after discussion. Any director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting. Any specific actions arising from such meetings are agreed by the Board and then followed up by management.

The Group maintains, for its directors and officers, liability insurance for any claims made against them in that capacity.

The Group has effective procedures in place to deal with conflicts of interest. The Board is aware of other commitments of its directors and changes to these commitments are reported to the Board.

The Board has established an Audit and Risk Committee and a Remuneration Committee, with formally delegated duties and responsibilities. The directors do not consider that, given the size of the Board, it is appropriate at this stage to have a nomination Committee. However, this will be kept under regular review by the Board.

The Board is responsible for establishing and maintaining the Group’s systems of internal control. Internal control systems are designed to meet the particular needs of the Group and to address the risks to which it is exposed. By their nature, internal control systems are designed to manage rather than eliminate risk, and can provide only reasonable and not absolute assurance against material misstatement or loss. Primary responsibility for monitoring the quality of internal control has been delegated to the Audit and Risk Committee.

The directors seek to visit institutional shareholders at least twice a year. In addition, all shareholders are welcome to attend the Company’s Annual General Meeting, where there is an opportunity to question the directors as part of the agenda, or more informally after the meeting. Communication with shareholders is seen as an important part of the Board’s responsibilities, and care is taken to ensure that all price-sensitive information is made available to all shareholders at the same time.

As a company whose shares are admitted to trading on AIM, the Company is not required by the Companies Act 2006 to prepare a directors’ remuneration report. However, as part of its commitment to best practice, the Company adheres to the principles of good governance when deciding remuneration strategy, and has delegated responsibility for remuneration policy to the Remuneration Committee.

Board Committees

The Board has established an Audit and Risk Committee and a Remuneration Committee, with formally delegated duties and responsibilities. The directors do not consider that, given the size of the Board, it is appropriate at this stage to have a nomination committee. However, this will be kept under regular review by the Board.

The Audit and Risk Committee comprises Thomas Engelen as Chairman and David Norwood as the other member of the Committee. Thomas Engelen is an independent director and has recent and relevant financial experience. The Committee has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on, and reviewing reports from the Company’s auditor relating to the Company’s accounting and internal controls, in all cases having due regard to the interestsThe Audit and Risk Committee comprises Thomas Engelen as Chairman and David Norwood as the other member of the Committee. Thomas Engelen is an independent director and has recent and relevant financial experience. The Committee has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on, and reviewing reports from the Company’s auditor relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of shareholders. The Audit and Risk Committee will meet at least twice a year. of shareholders. he Audit and Risk Committee will meet at least twice a year.

The Company has established a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. This Committee comprises Thomas Engelen as Chairman and David Norwood as the other member of the Committee. The Committee reviews the performance of the executive directors and determines 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 will meet at least once a year.

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