The Company voluntarily observes the requirements of the UK Corporate Governance Code, save as set out below.

  • Given the composition of the Board, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the division of responsibilities between the Chairman and chief executive and executive compensation), are considered by the Board to be inapplicable to the Company. In addition, the Company does not comply with the requirements of the UK Corporate Governance Code in relation to the requirement to have a senior independent director and the Board’s committees will not, at the outset, have three independent non-executive directors.
  • The UK Corporate Governance Code also recommends the submission of all Directors for re-election at annual intervals. Each Director has agreed to submit himself for re-election at the first Annual General Meeting of the Company when the Acquisition will also be proposed.

The Company will comply with the Listing Principles set out in Chapter 7 of the Listing Rules at Listing Rule 7.2.1 which apply to all companies with their securities admitted to the Official List. In addition, the Company will also comply with the Listing Principles at Listing Rule 7.2.1A notwithstanding that they only apply to companies which obtain a Premium Listing on the Official List. Therefore, the Company shall:

  • take reasonable steps to enable its directors to understand their responsibilities and obligations as directors;
  • act with integrity towards its shareholders and potential shareholders;
  • ensure that each class of shares that is admitting to trading shall carry an equal number of votes on any shareholder vote. The Company currently only one class of Shares and the Articles which are summarised in Part XI, section 7 confirms that each Share carries the right to vote;
  • ensure that it treats all holders of the same class of shares equally in respect of the rights attaching to those shares; and
  • communicate information to its shareholders and potential shareholders in such a way as to avoid the creation or continuation of a false market in those shares.