Corporate governance

 

The Directors intend to apply the principles set out in the UK Corporate Governance Code from Admission. Although adherence to the UK Corporate Governance Code is not compulsory, the Directors will aim for the Group to apply the UK Corporate Governance Code to the extent appropriate to its size, resources and stage of development.

Following Admission, the Board will comprise seven Directors, two of whom shall be executive directors and five of whom shall be non-executive directors, reflecting a blend of different experience and backgrounds. Of the non-executive directors, the Group regards Richard Last, Alan Gibbins and Martin Lea as independent non-executive directors within the meaning of the UK Corporate Governance Code. 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.

The Company has established audit, nomination and remuneration committees of the Board with formally delegated duties and responsibilities.

The Audit Committee

The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.

The Audit Committee will be chaired by Alan Gibbins, and its other members will be Richard Last and Martin Lea. The Audit Committee will meet not less than three times a year.

The Nomination Committee

The Nomination Committee will assist the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It will also be responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. The Nomination Committee will be responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement Directors and committee members and will make appropriate recommendations to the Board on such matters.

The Nomination Committee will be chaired by Richard Last, and its other members will be Martin Lea, Alan Gibbins, Wu Long Peng and Andrew Stone. The Nomination Committee will meet not less than twice a year.

The Remuneration Committee

The Remuneration Committee will assist the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Group’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Executive Directors and the Group secretary. The Remuneration Committee will also ensure compliance with the UK Corporate Governance Code in relation to remuneration wherever possible.

The Remuneration Committee will be chaired by Martin Lea, and its other members will be Richard Last and Alan Gibbins. The Remuneration Committee will meet not less than twice a year.

Relationship Agreements

Investec and the Group have entered into the Relationship Agreements to regulate the ongoing relationship between the Group and its major shareholders. The Directors believe that the terms of the Relationship Agreements, as described in paragraph 16.6 of Part IV will enable the Group to carry on its business independently of the Significant Shareholders and ensure that all transactions and relationships between the Group, and are, and will be, on an arm’s length and on a normal commercial basis.

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