The Directors recognise the importance of sound corporate governance and intend
for the Company to comply with the main provisions of the QCA Guidelines
insofar as they are appropriate given the Company’s size and stage of
The Board is responsible for formulating, reviewing and approving
the Company’s strategy, budgets and corporate actions. Following Admission, the
Directors intend to hold Board meetings at least quarterly and at such other
times as they deem necessary. The Board will create a remuneration committee, an
audit committee and a nomination committee with effect from Admission.
The audit committee will initially consist of Mr. Behar as chairman and Ms. Latham . It will meet at least
twice each year and will be responsible for ensuring that the financial performance of the Group is properly
monitored and reported on and for meeting with the auditors and reviewing findings of the audit with the
external auditor. It is authorised to seek any information it properly requires from any employee and may ask
questions of any employee. It will meet with the auditors once a year without any members of management
being present and is also responsible for considering and making recommendations regarding the identity
and remuneration of such auditors.
The remuneration committee will initially consist of Mr. Behar as chairman and Ms. Latham . It will meet
at least once each year and will consider and recommend to the Board the framework for the remuneration
of the executive directors of the Company and any other senior management. It will further consider and
recommend to the Board the total individual remuneration package of each executive director including
bonuses, incentive payments and share options or other share awards. In addition, subject to existing
contractual obligations, it will review the design of all share incentive plans for approval by the Board and
the Company’s shareholders and, for each such plan, will recommend whether awards are made and, if so,
the overall amount of such awards, the individual awards to executive directors and the performance targets
to be used. No director will be involved in decisions concerning his own remuneration.
The nomination committee will initially consist of Ms. Latham as committee chairman and Mr. Behar . The
nomination committee will meet at least once each year and will consider the selection and re-appointment
of Directors. It will identify and nominate candidates to all Board vacancies and will regularly review the
structure, size and composition of the Board (including the skills, knowledge and experience) and will make
recommendations to the Board with regard to any changes.
The Company has adopted a share dealing code (based on the Model Code) and the Company will take all
proper and reasonable steps to ensure compliance by the Directors and relevant employees.
Guernsey companies are not otherwise currently subject to a corporate governance regime.