Corporate Governance

The Directors recognise the importance of sound corporate governance and intend to comply with the Corporate Governance Guidelines, to the extent appropriate for a company of its nature and size.

The Corporate Governance Guidelines were devised by the QCA, in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. An alternative code was proposed because the QCA considers the UK Corporate Governance Code to be inappropriate to many AIM companies. The Corporate Governance Guidelines state that: “The purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term.”

The Directors anticipate that whilst the Company will continue to comply with the Corporate Governance Guidelines, given the Company’s increased size, it will also endeavour to comply with the provisions of the UK Corporate Governance Code to the extent appropriate for a company of its size and nature.

The Board will meet at least four times a year to review the Company’s strategy and oversee the Company’s progress towards its goals, and will also hold one strategy meeting or away day each year.

The Company has established audit, remuneration and nomination committees, the composition and role of which is set out below.

Audit committee

The Board has established an audit committee with formally delegated duties and responsibilities. The audit committee is chaired by Lord Nick Downshire and its other members are Jan Boone and Edwin Torr. The audit committee will meet at least three times a year and is responsible for ensuring that the financial performance of the Company is properly reported on and monitored, including by conducting reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies.

Remuneration committee

The remuneration committee is chaired by Marc Coucke and its other members are Jan Boone and Edwin Torr. It is expected to meet not less than two times a year. Directors may attend meetings at the committee’s invitation.

The remuneration committee has responsibility for determining, within agreed terms of reference, the Company’s policy on the remuneration of senior executives and specific remuneration packages for executive Directors, including pension rights and compensation payments. It is also responsible for selecting individuals to whom to make grants of awards under the New LTIP.

The remuneration of non-executive Directors is a matter for the Board. No Director may be involved in any discussions as to their own remuneration.

Nomination committee

The nomination committee is chaired by James Lambert and its other members are Jan Boone and Edwin Torr. It is expected to meet not less than once a year.

The nomination committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The nomination committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement Directors and committee members and will make appropriate recommendations to the Board on such matters.