Corporate Governance

The Directors recognise the value of good governance and the Company complies with the provisions of the QCA Guidelines insofar as possible for a company of the size and nature of the Company. Accordingly, it has established an audit and risk committee, a remuneration committee, a nomination committee and a disclosure and AIM Rules compliance committee, with formally delegated duties and responsibilities.

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Audit and risk committee

The audit and risk committee comprise Paul Dudley, Myles Campion and Tinus Maree, with Paul Dudley as chairman.

The audit and risk committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Company and its group, reviewing the effectiveness of the group’s internal control and risk management systems, and overseeing the process for managing risks across the group. It places particular focus on compliance with ongoing legal requirements and accounting standards and on ensuring that an effective system of internal financial controls is maintained. More generally, this committee’s duties include financial and regulatory reporting, internal controls, internal audit, external audit, risk management and reporting responsibilities.

The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the Board of Directors as a whole.

Remuneration committee

The remuneration committee comprises Paul Dudley, Myles Campion and Tinus Maree and is chaired by Myles Campion.

The remuneration committee has responsibility for the determination of specific remuneration packages for the Company’s executive Director and any applicable senior executives of the Company. More generally, its responsibilities include determining and monitoring policy on and setting level of remuneration, contracts of employment, early termination, performance-related pay, pension arrangements, reporting and disclosure, share schemes and remuneration consultants. Nomination committee The nomination committee comprises Paul Dudley, Myles Campion and Tinus Maree, with Myles Campion as chairman. The nomination committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary, as well as succession planning, taking into account the skills and expertise that will be needed on the Board in the future.

Disclosure and AIM Rules compliance committee

The disclosure and AIM Rules compliance committee comprises Paul Dudley and Louis Coetzee and is chaired by Paul Dudley.

The role of the disclosure and AIM Rules compliance committee is to oversee the Company’s compliance with the AIM Rules and the Disclosure Guidance and Transparency Rules which require the Company to disclose, in the prescribed manner, as soon as possible, any inside information directly concerning the Company, unless an exemption from disclosure is available. The Disclosure Committee is also, amongst other things, responsible for maintaining and monitoring the adequacy of procedures, systems and controls for the identification, treatment and disclosure of inside information and for complying with other disclosure obligations falling on the Company under the AIM Rules, the Market Abuse Regulation and Disclosure Guidance and Transparency Rules.

Relations with Shareholders

The Company values the views of its shareholders and recognises their interest in the Group’s strategy and performance. The Annual General Meeting will be used to communicate with private investors and they are encouraged to participate. The Directors will be available to answer questions. Separate resolutions will be proposed on each issue so that they can be given proper consideration and there will be a resolution to approve the annual report and accounts.

Bribery Act 2010

The Government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has conducted a risk review into its operational procedures to consider the impact of the Bribery Act 2010 and has drafted and implemented an anti-bribery policy as adopted by the Board.