The Existing Directors and Proposed Directors recognise the importance of sound corporate governance and, with effect from Admission, the Proposed Directors intend to observe the requirements of the QCA Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources.
The Company has established an audit committee and a remuneration committee. With effect from Admission the members of the audit committee will be Nicholas Ingrassia as chairperson, with Kevin Sheil and Stephen D. Barnhill, M.D. an Nicholas Barnhill as members. The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Enlarged Group is properly measured and reported on.
The remuneration committee will be chaired by Nicholas Barnhill with Kevin Sheil and Stephen D. Barnhill, M.D. as members. The remuneration committee will review the performance of the Board and make recommendations to the board of directors of the Company on matters relating to their remuneration and terms of employment. The committee will also make recommendations to the board of directors of the Company on proposals for the granting of share awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time to time.
In light of the size of the board of directors of the Company, the Existing Directors and Proposed Directors do not consider it necessary to establish a nomination committee; however, the Proposed Directors will keep this under regular review.
The Company has adopted a share dealing code for dealings in shares by directors and senior employees that is appropriate for an AQSE Stock Exchange Growth Market company. The Proposed Directors will comply with Rule 4.14 of the AQSE Stock Exchange Rules relating to directors’ dealings and will take all reasonable steps to ensure compliance by the Enlarged Group’s applicable employees.