Corporate Governance

Companies incorporated in Jersey are not subject to specific corporate governance guidelines. In addition, companies that are not admitted to a regulated market are not required to comply with the Combined Code, though companies admitted to trading on AIM (such as the Company) are required to comply with the QCA Guidelines. The Directors recognise the importance of sound corporate governance and the Company intends, following Admission, to comply with the provisions of the QCA Guidelines, insofar as they are appropriate given the Group’s size and stage of development. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. Following Admission, the Directors intend to hold meetings quarterly and at other times as and when required. The Group has established the audit and management engagement committee with formally delegated duties and responsibilities.

Audit Committee

The Audit Committee has 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 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 auditors. The members of the Audit Committee shall consist of the three non-executive Directors being, David Suratgar, Maureen Erasmus and Francis Daniels. Maureen Erasmus will chair the Audit Committee.

Management Engagement Committee

The Management Engagement Committee will monitor, review and evaluate the performance of, and contractual arrangements with, the Manager. The Management Engagement Committee will consider any other issues on the appointment of the Manager. It is expected that the Management Engagement Committee will meet at least annually. The members of the Management Engagement Committee shall consist solely of Directors that are independent of the Manager. The initial members shall be David Suratgar, Maureen Erasmus and Francis Daniels. David Suratgar will chair the Management Engagement Committee.

Share Dealing Code

The Board intends to comply, and to procure compliance, with Rule 21 of the AIM Rules for Companies relating to dealings in the Company’s securities by the Directors and other applicable employees. To this end, the Company has adopted a code for directors’ dealings appropriate for a company whose shares are admitted to trading on AIM and will take all reasonable steps to ensure compliance by the Directors and any relevant employees. The form of this code is substantially the same as the model code contained in the rules of the Official List.