Corporate governance

The Board is accountable to the Company’s shareholders for maintaining high standards of Corporate Governance. The Directors acknowledge the principles set out in the Combined Code issued by the committee on Corporate Governance, although it does not comply with the Combined Code itself. The Board are committed to maintaining a high level of corporate governance in so far as it considered to be appropriate for a smaller quoted (AIM-listed) company.

Audit Committee

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. At Admission, the Audit Committee will be chaired by Richard Kleiner and also include Jonathan Kaye.

Remuneration Committee

The Remuneration Committee will be chaired by Richard Kleiner and will also include Jonathan Kaye. The Remuneration Committee will review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary. In exercising this role, the Directors shall have regard to the recommendations put forward in the UK Corporate Governance Code and the Quoted Companies Alliance Corporate Governance Code for Small and Mid-size Quoted Companies 2013.