Governance Code

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 voluntarily adopt and comply with the QCA Code. However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain other provisions of the QCA Code may be delayed until such time as the Directors are able to fully adopt them. In particular, action will be required in the following areas:

• the QCA Code recommends that the Company separates the roles of chairman and executive director but at the date of this Document the Company does not have any executive directors. As the Company grows, the Board will seek to appoint additional directors;
• the Company does not currently comply with QCA in respect to a balance between Executive and Non-executive Directors, also due to the size of the Company it does not currently have 2 independent Non-executive Directors and will look to appoint further Directors as the Company grows;
• the Company is currently too small to have an audit committee, a remuneration committee or a nominations committee established and the appointments to such committees will be revisited upon the completion of an Acquisition along with incorporating terms of reference for them;
• the QCA Code recommends that companies publish key performance indicators which align with strategy and feedback through regular meetings with shareholders and directors. The Company will not comply with this provision until after such time as it has made an acquisition;
• given the Company’s size, it has not yet developed a corporate and social responsibility policy. One will be put in place at the appropriate time.

The Board as a whole will be responsible for sourcing investments and ensuring that opportunities are in conformity with the Company’s strategy. The Board will meet periodically to: (i) discuss possible investment opportunities for the Company; (ii) monitor the deal flow and investment in progress; and (iii) review the Company’s strategy and ensure that it is up-to-date and appropriate for the Company and its aims.