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The Company does not comply with the detailed provisions of  any Governance Code. However the Board does recognise the importance of good governance and seeks to comply  with the principles of the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2013 published by the Quoted Companies Alliance from time to time, to the extent the directors consider it appropriate given the Company’s size and nature. The Company has adopted the following :Board

The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions.

Internal Controls

The Board acknowledges its overall responsibility for ensuring that the Company has a system of internal controls in place that is appropriate. However, Shareholders should be mindful that any system can only provide reasonable, not absolute assurance against material misstatement or loss and is designed to manage but not eliminate the risk of failure to achieve business objectives. The key procedures are:

● a corporate governance policy with clearly defined rules relating to the delegation of authority;

● preparation of annual budgets for the business, reviewed by the executive management and subject to Board approval; and

● monthly management accounts and key performance dates which are compared with budget.

At formal meetings, the board receives reports by Chairman or Chief Executive or both on the overall performance over the previous period.  They are supported by the Finance Director on financial detail.  They are followed with reports on other matters, particularly progress with development projects.  Minutes of board Committee meetings held since the previous formal board meeting are received and decisions made by those committees are submitted for ratification where such is needed. It is anticipated that 4 Board meetings will be held every year.

There is a formal schedule of matters reserved for the board.  This includes the setting of high level targets, approval of budgets, strategy, funding, capital expenditure, license agreements and incentive schemes.  Specific authority levels for expenditure are delegated to individual executives or management committees according to a schedule agreed by the board.

Whilst the bulk of the formulation of budgets and strategy is undertaken by executive directors, this is done against a framework set by the whole board, challenged by it in detail and finally approved by it.

Remuneration Committee

The Remuneration Committee consists of Chin Phang Kwok and Ajay Rajpal. Chin Phang Kwok has been appointed chairman. The Remuneration Committee monitors the performance of each of the Company’s executive Directors and senior executives to ensure they are rewarded fairly for their contribution. The recommendations of the Remuneration Committee are presented to a meeting of the full Board. The remuneration and terms and conditions of appointment of the non-executive directors are set by the Board as a whole.

The Audit Committee

The Audit Committee consists of Peter Greenhalgh and Ajay Rajpal. Ajay Rajpal has been appointed chairman. The Audit Committee is responsible for ensuring that the Combined Code is implemented  in respect to matters relating to the Company’s external audit. In addition, the Committee also discusses the scope of the audit before its commencement and it receives reports from the external auditors. The Committee also recommends the appointment of, and will review the fees of, the external auditors. The Audit Committee meets the external auditors and meets internally at least twice per year. It also meets on an ad hoc basis as required.