Overview

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.

Given the nature and purpose of the Company, the experience of the Directors and the Company’s proposed strategy and investment process (all as set out above), the Directors believe that the composition of the Board is appropriate and suitable.

The Board, which will meet no fewer than four times a year, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the Directors are communicating effectively with the Company's AQSE Corporate Adviser regarding the Company's ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements, notifications and potential transactions. The Directors have established financial controls and reporting procedures which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of the Company’s future development and adjusted accordingly.

In order to implement its business strategy, as at the date of this Document, the Company has adopted the corporate governance structure set out below:

Audit Committee

The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by David Jaques and its other member is Allen Farrington. The Audit Committee will meet at least twice a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies and to review the Company’s internal financial controls and the Company’s internal control and risk management systems.

Risk Committee

The Board has also established a Risk Committee chaired by David Jaques and its other member is Allen Farrington. The Risk Committee is responsible for will advising the Board with regard to the Company’s risk appetite, on what constitutes acceptable risk taking and to provide oversight of the Company’s risk management policies and procedures including reviewing a robust framework to ensure that the identification, monitoring, managing and reporting of risks is embedded in the Company. It will also keep under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes.

Remuneration Committee

The remuneration committee, which comprises David Jaques and Allen Farrington, is responsible for the review and recommendation of the scale and structure of remuneration for the Company's senior executives, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Allen Farrington and will meet at least once a year

Aquis Rule Compliance Committee

The Aquis Rule Compliance Committee, which will comprise Freddie New and Allen Farrington, will meet not less than twice a year. The Aquis Rule Compliance Committee is chaired by Allen Farrington. The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee at this stage of the Company’s development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole.