Corporate Governance

Corporate Governance framework

As the Company is seeking a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Board is committed to maintaining high standards of corporate governance and propose, so far as is practicable given the Company’s size, nature, and stage of development to comply with the provisions of the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies.

On Admission, the Board will comprise [six] Directors, [three] of whom will be Executive Directors and [three] Non-Executive Directors, reflecting a blend of different experiences and backgrounds as described in paragraph 1 of this Part [II] of this prospectus.

The QCA Code states that a company should have at least two independent non-executive directors. At Admission the Company will have [two] independent non-executive directors being [Kathy Byrne] and [Patrick Byron]. 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 Group’s strategy, budgets, and corporate actions and oversee the Group’s progress towards its goals.

The Company has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and with written terms of reference.  Given its current size and stage of development, for the near term, the whole Board will consider matters of nomination and succession and the Company does not currently plan to establish a nomination committee of the Board.

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, where it departs from the QCA Code, the Company will explain the reasons for doing so.

Frequency of meetings

The Board will hold eight meetings with minimum attendance by Non-Executive Directors of six board meetings per annum and will hold additional meetings as and when required. The expectation is that this will not result in more than ten meetings of the Board each year.

Committees

The committees of the Board to be constituted effective on Admission will be as follows:

Committee
Chair
Members
Audit Committee Patrick Byron Kathy Byrne
Remuneration Committee Kathy Byrne Patrick Byron, Toine Knipping

Audit Committee

The Audit Committee will have the primary responsibility of monitoring the quality of internal controls to ensure 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 external 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 three times in each financial year and will have unrestricted access to the Group’s external auditors. The members of the Audit Committee shall include at least two Non-Executive Directors.

Remuneration Committee

The Remuneration Committee will review the performance of the executive directors, Chairman of the Board and senior management of the Group and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary, but at least twice each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The members of the Remuneration Committee shall include at least two Non-Executive Directors.

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