Corporate Governance

Corporate Governance/Board Responsibilities

The Directors implemented appropriate measures (having regard to the current stage of development of the Company) to comply, so far as practicable, with the UK Corporate Governance Code (the ‘‘Code’’). The Company has five Non-Executive Directors and two Executive Directors, reflecting a blend of different experiences and backgrounds. The Board considers all Non-Executive Directors to be independent.

The Board retains full and effective control over the Company. The Company holds regular Board meetings at which financial and other reports are considered and, where appropriate, voted on. Apart from regular meetings, additional meetings will be arranged when necessary to review strategy, planning, operational and financial performance, risk, capital expenditure and human resource and environmental management and allow for Director training to take into consideration the changing regulatory environment. The Board is also responsible for monitoring the activities of the executive management.

The Directors have established an Audit, Risk and Compliance Committee (‘‘ARCC’’) and a Nominations and Remuneration Committee with formally delegated duties and responsibilities.

The ARCC will initially be comprised of Mark Goodliffe (Chairman), Richard Bennett and Mark Spanbroek. It will determine and examine any matters relating to the financial affairs of the Company including the terms of engagement of the Company’s external and internal auditors and, in consultation with the auditors, the scope of the external and internal audits. In addition, it will consider the regulatory, technical and operational risks of the Company and ensure these risks are properly assessed, monitored and reported on and the appropriate policies and procedures are in place. The ARCC will meet not less than four times in each financial year, or as otherwise required, and will have unrestricted access to the Company’s auditors.

The Nominations and Remuneration Committee will be comprised of Richard Bennett (Chairman), Niki Beattie and Glenn Collinson. The Nominations and Remuneration Committee will review and recommend nominees as new Directors to the Board and the performance of the Executive Directors and set their remuneration, determine the payment of bonuses to the Executive Directors and consider the Company’s bonus and incentive arrangements for employees. In exercising this role, members of this committee will have regard to the recommendations put forward in the Code and any other requirements for financially regulated companies that are applicable to the Company. The Nominations and Remuneration Committee shall meet not less than twice a year and at such other times as required.

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