The Combined Code recommends that the board of directors of a UK public company includes a balance of executive and non-executive directors, with, except for smaller companies, non-executive directors comprising at least one-half of the board (excluding the Chairman) and that smaller companies should have at least two independent non-executive directors. At Admission, the Company will be a smaller company for the purposes of the Combined Code. The Combined Code states that the board of a UK public company should determine whether a director is independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgement.

The Board recognises its responsibility for the proper management of the Company and supports the highest standards of corporate governance. However, the Company does not fully comply with the corporate governance requirements of the Combined Code for the following reasons:

• the roles of chairman and chief executive officer will be exercised by one individual, Neil Record. However, the Directors are satisfied that it will be the Executive Directors who will, on a practical level, operate the Company on a day-to-day basis. Further, the appointment of two independent non-executive directors to each of the Company’s audit, remuneration and nomination committees, will provide additional protection against the risk of a concentration of power in one individual; and



• the Board will not comprise a majority of independent non-executive directors. However, the Board is confident that its composition is appropriate to the fast growing nature of the Company.