There is no applicable regime of corporate governance to which the directors of a Jersey company must adhere to over and above the general fiduciary duties and duties of skill and diligence imposed on such directors under Jersey law. However, the Directors acknowledge the importance of the principles set out in the Corporate Governance Code. Although the Corporate Governance Code is not compulsory for AIM quoted companies, the Directors apply the principles as far as they consider appropriate for a company of its size and nature in accordance with the UK Corporate Governance Code and the QCA Corporate Governance Code for Small and Mid-Size quoted companies 2013.

The Board meets regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to all directors in advance of Board meetings. All directors have access to the advice and services of the Chief Financial Officer, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

The Directors understand the importance of complying with the AIM Rules relating to Directors’ dealings and has established a share dealing code which is appropriate for an AIM quoted company.


UK City Code on Takeovers and Mergers

The Company is subject to the UK City Code on Takeovers and Mergers.

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