Investors

Edison Research

Key Company advisers

Nominated adviser and joint broker:
Zeus Capital Ltd
82 King Street
Manchester M2 4WQ

Joint broker:
Stockdale Securities Limited
100 Wood Street
London EC2V 7AN

Auditors:
RSM UK Audit LLP
One London Square
Cross Lanes
Guildford GU1 1UN

Solicitors:
Eversheds Sutherland (International) LLP
One Wood Street
London EC2V 7WS

Registrars:
Link Market Services Limited
The Registry
34 Beckenham Road
Beckenham BR3 4TU

Financial PR Adviser:
TB Cardew
5 Chancery Lane
London EC4A 1BL

Corporate governance

The Directors acknowledge the importance of sound corporate governance and intend to apply QCA Guidelines to the Company to the extent that they consider them appropriate for a company of its size and nature.

The Board comprises five Directors, made up of three Executive Directors and two Non-Executive Directors, reflecting a blend of different experience and backgrounds.

Christopher Bell and Ian Francis are considered independent. The Board intends to meet regularly to consider strategy, performance and the framework of internal controls.

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

Board Committees

The Company has established Audit, Remuneration and Nomination Committees as well as an Agent Recruitment Committee.

The Audit Committee has Ian Francis as chairman and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and reviewing reports from the Group’s auditors relating to the Group’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee will meet at least twice a year. Christopher Bell is the other member of the Audit Committee.

The Remuneration Committee has Christopher Bell as chairman and will review the performance of the Executive Directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee will meet at least once a year. Ian Francis is the other member of the Remuneration Committee.

The Nomination Committee has Christopher Bell as chairman and will provide a formal, rigorous and transparent procedure for the appointment of new directors to the Board. The Nomination Committee will meet at least once a year. Ian Francis and Ian Springett are the other members of the Nomination Committee.

The Board has also established an Agent Recruitment Committee comprising of any one of the Non-Executive Directors and any two of the Executive Directors in order to ensure that there is appropriate oversight of any future issues of Agent Recruitment Shares. Accordingly, any proposed issue of Agent Recruitment Shares to new agents will need to be approved by the Agent Recruitment Committee.