Corporate Governance

Corporate Governance Code

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 voluntarily adopt and comply with the QCA Code. At present, due to the size of the Company, the directors acknowledge that adherence to certain other provisions of the QCA Code may be delayed until such time as the directors are able to fully adopt them.

In particular, action will be required in the following areas:

The Company is currently too small to have an audit committee, a remuneration committee or a nominations committee established and the appointments to such committees will be revisited upon the completion of an Acquisition along with incorporating terms of reference for them; and given the Company’s size, it has not yet developed a corporate and social responsibility policy. One will be put in place at the appropriate time.

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.

To demonstrate the Company’s adherence to the QCA Code, the Company will hold timely board meetings as issues arise which require the attention of the Board.

The Company will report to its shareholders as to its compliance with the QCA Code on an ongoing basis and will publish an updated Corporate Governance statement from time to time.