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 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; and
• as a newly formed Company, the Company has not published an annual report and therefore there has been no opportunity to comply with those elements of the QCA Code which relate to disclosure in the annual report. The Board does, however, intend to comply with this element of the QCA Code when it publishes its annual report.

To demonstrate the Company’s adherence to the QCA Code, the Company will hold timely board meetings as issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Directors’ responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company’s approach to risk management.

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.