Corporate Governance statement

The Directors recognise the importance of sound corporate governance and with that aim, the Group has voluntarily adopted the recommendations of the QCA Code that the Directors believe are appropriate to the Group’s size at this time. To the extent that it is not compliant with the QCA Code, it is intended that it will become so as the Group and its business mature.

The Board will meet regularly to review key operational issues, strategic development and the financial performance of the Group. All matters of a significant nature are discussed in the forum of board meetings. The Board will continue to be responsible for internal controls to minimise the risk of financial or operational loss or material misstatement. These controls have been designed to meet the particular needs of the Company having regard to the nature of its business.

Following Admission, the Board will be responsible for monitoring the Group’s risks and implementing other systems which are deemed necessary.

The Group will ensure, in accordance with Rule 21 of the AIM Rules, that the Directors and applicable employees do not deal in any Ordinary Shares during a close period (as defined in the AIM Rules). In addition, the Group has adopted a code on dealings in the Company’s securities.

Committees

The Group has both an audit and a remuneration committee with formally delegated duties and responsibilities. The Audit Committee is comprised of David Cutler (Chairman) and Steffen Karlsson. The Remuneration Committee is comprised of Steffen Karlsson (Chairman) and David Cutler.

The Audit Committee determines the terms of engagement of the Group’s auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Group’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Group’s auditors.

The Remuneration Committee reviews the scale and structure of the executive directors’ and senior employees’ remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive directors are set by the entire Board.

Takeover Regulations

The Company is subject to the City Code on Takeovers and Mergers