so that all aspects of the Company are run in a robust and responsible way.

• an Executive Chairman (Tony Manini), whose primary responsibilities are supporting management to achieve the long term objectives of the Company, providing leadership of the Board and ensuring effective conduct of the Board’s function and the Company’s corporate governance model. The Chairman has a clear separation from the day-to-day business of the Company which allows him to make independent decisions;
• three independent Non-Executive Directors (Dominic Heaton, Feng Sheng and Eva Armila).

In addition the Company in managed by a CEO (Darryn McClelland) and CFO (Leonard Aurlianus).

The Board has not appointed a senior independent director but intends to as soon as it is prudent to do so taking into account the Company’s size and stage. Additionally, the Company has appointed a professional Company Secretary in the UK who assists the Chairman in preparing for and running effective board meetings, including the timely dissemination of appropriate information. The Company Secretary provides advice and guidance to the extent required by the board on the legal and regulatory environment.

Each director serves on the Board until the Annual General Meeting following his election or appointment, and the board meets at least three times a year.

The following matters are reserved for the Board:

• Executive Director responsibilities and the division of responsibilities between Chairman and CEO.
• Board appointments or removals.
• Board and senior management succession, training, development and appraisal.
• Appointment or removal of Company Secretary.
• Appointment or removal of internal auditor
• Remuneration, contracts, grants of options and incentive arrangements for Executive Directors and senior management, including any plans to be put to shareholders for approval.
• Delegation of the Board’s powers.
• Agreeing membership and terms of reference of board committees and task forces.
• Approval of delegated levels of authority, include the CEO’s limits, which must be in writing.
• Matters referred to the Board by the board committees.

• Business strategy.
• Diversification/retrenchment policy.
• Ensuring maintenance of a sound system of internal control and risk management, including:
  • Group’s risk appetite statements
  • Procedures for detection of fraud and the prevention of bribery
  • Approval of the overall levels of insurance for the group, including directors’ and officers’ liability insurance
  • An on-going assessment of significant risks and effectiveness of internal controls
  • Agreement of codes of ethics and business practices.
  • Calling of shareholders’ meetings and approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting, plus any circulars, prospectuses and listing particulars.
  • Avoidance of wrongful or fraudulent trading.
  • Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives.
  • Considering the balance of interests between shareholders, employees, customers and the community.
  • Reviewing the group’s overall corporate governance arrangements in the context of its growth plans.
  • Undertaking an annual review of its own performance, that of its committees and individual directors and the division of responsibilities.

• Transactions which are notifiable under the AIM Rules.
• Approval of major capital projects.
• Contracts which are material strategically or by reason of size entered into by the Company in the ordinary course of business e.g. bank borrowings over £1 million and acquisitions or disposals of fixed assets (including intangible assets such as intellectual property) above £1 million.
• Major investments (including the acquisition or disposal of interests of more than 3 per cent. in the voting shares of any company or the making of any takeover offer).
• Contracts not in the ordinary course of business.
• Actions or transactions where there may be doubt over propriety.
• Approval of certain announcements, prospectuses, circulars and similar documents.
• Disclosure of directors’ interests.
• Transactions with directors or other related parties.

• Raising new capital and confirmation of major financing facilities.
• Changes relating to the group’s capital structure, including the reduction of capital and/or share issues.
• Treasury policies requested to be put in place by the Board.
• Discussion of any proposed emphasis of matter on the accounts.
• Final approval of annual and interim reports and accounts and material changes to accounting policies.
• Appointment/reappointment or removal of the external auditor, to be put to shareholders for approval in general meeting, following the recommendation of the Board or its Committee.
• Charitable and political donations.
• Approval and recommendation of dividends.
• Approval before each year starts of operating and capital expenditure budgets for the year and any material changes to them.

• Major changes to the Group’s corporate structure.
• Any changes to the Company’s listing status and status as a Public Limited Company.
• Approval of key policy documents including the share dealing code and the Market Abuse Regulation (MAR) policy, anti-bribery policy and whistleblowing policy.
• This schedule of matters reserved for board decisions.

CORPORATE GOVERNANCE

In compliance with UK best practice, the board has established corporate governance committees.

The Audit Committee has two members, each of whom being independent, non-executive directors, and at least one member has recent and relevant financial experience. A copy of the terms of reference of the Audit Committee can be found here.

The Remuneration and Nomination Committee has two members, each of whom being independent, non-executive directors. A copy of the terms of reference of the Remuneration and Nomination Committees can be found here.

The Company conducts periodic reviews of its Board succession planning protocols which includes an assessment of the number of board members and relative experience of each board member vis-a-vis the Company’s requirements given its stage of development, with the goal of having in place an adequate and sufficiently experienced board at all times.

Additionally, under the share dealing code, no person discharging managerial responsibilities is permitted to deal in Company securities (whether directly or through an investment manager) during a closed period; being the period either: from the end of the relevant financial year up to the release of the preliminary announcement of the Company’s annual results; from the end of the relevant financial period up to the release of the Company’s half-yearly financial report or; 30 calendar days before the release of each of the Company’s first quarter report and third quarter report.

ENGAGEMENT WITH SHAREHOLDERS

The Company recognises that maintaining strong communications with its shareholders promotes transparency and will drive value in the medium to long-term. Accordingly, the Company will provide regular updates on the progress of the Company, detailing recent business and strategy developments, in news releases which will be posted on the Company’s website and through certain social media channels. In addition to the publication of its Annual Report and announcements on its website in compliance with AIM Rule 26, the Company has elected to host its AGMs in London. Although the Company is incorporated under the laws of Bermuda, the Directors believe hosting the AGM in London will enhance engagement with the Company’s shareholders by making the meeting more accessible. In order to continually improve transparency, the board would be delighted to receive feedback from shareholders. Communications should be directed to [email protected]. The CEO has been appointed to manage the relationship between the Company and its shareholders and will review and report to the board on any communications received.