Corporate Governance

The Directors acknowledge the importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the principles set out in the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies.

Upon Admission, the Board will comprise four Directors, one of whom one will be an Executive Director and the remaining three Non-Executive Directors, reflecting a blend of different experiences and backgrounds.

The QCA Code states that a company should have at least two independent non-executive directors. At Admission the Company will only have one independent non-executive directors being Mr Dennis Ow. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities following Admission, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making. The Company will appraise the structure of the Board on an ongoing basis.

The Board intends to meet regularly to review, formulate and approve the Enlarged Group’s strategy, budgets, and corporate actions and oversee the Enlarged Group’s progress towards its goals.

The Company has established an Audit Committee, a Remuneration Committee and a Nomination Committee, each with formally delegated duties and responsibilities and with written terms of reference. The Company will review its compliance with the recommendations of the QCA Code and, following Admission, report in its annual report and accounts and on its website where it complies and explain where it does not comply