The Existing Directors and New Board support the highest standards of corporate governance and recognise the importance of the UK Corporate Governance Code (compliance with which is not mandatory for companies admitted to trading on ISDX). Following Admission, the New Board intends to comply with its principles so far as it is practicable and appropriate given the nature and size of the Company and the size and constitution of the New Board. The New Board also intends to apply relevant principles of the Corporate Governance Code for small and mid-size quoted companies published by the Quoted Companies Alliance in May 2013.

Board

The New Board will be responsible for the strategic direction of the Company, monitoring the Enlarged Group's trading performance and appraising and executing development and acquisition opportunities. The Company will hold regular meetings of the New Board, at which financial and other reports, including, inter alia, working capital reports, review of new business opportunities and acquisition opportunities, will be considered and, where appropriate, voted on.

Details of the New Board members' beneficial interests in Ordinary Shares, both immediately prior to and following Admission, are set out in paragraph 6 of Part VI of this document.

Each of the Proposed Directors will be appointed to the New Board on Admission, conditional on completion of the Acquisition, by the Existing Shareholders passing Resolutions 2 to 6 as ordinary resolutions, rather than being appointed by a resolution of the Existing Board. Accordingly, as their appointment will have been made by the Shareholders, none of the Proposed Directors will be required under the Articles to submit themselves for re-election at the next annual general meeting of the Company unless otherwise subject to retirement by rotation at that time.

Committees

With effect from Admission, the Audit Committee, comprising Alan Kitchin and Aamir Quraishi (both Non-Executive Directors), will be chaired by Aamir Quraishi and will meet at least twice a year. The Audit Committee is responsible for ensuring that the Enlarged Group's financial performance is properly monitored, controlled and reported. It will also meet the auditors and review reports from the auditors relating to accounts and internal control systems. The Audit Committee will meet once a year with the auditors.

With effect from Admission, the Remuneration Committee, comprising Alan Kitchin and Steve Howson (both Non-Executive Directors), will be chaired by Alan Kitchin and will set and review the scale and structure of the Executive Directors' remuneration packages, including share options and the terms of their service contracts. The remuneration and the terms and conditions of the Non-Executive Directors will be determined by the New Board with due regard to the interests of the Shareholders and the performance of the Enlarged Group.

With effect from Admission, the Nomination Committee, comprising Alan Kitchin and Aamir Quraishi (both Non-Executive Directors), will be chaired by Alan Kitchin. The Nomination Committee is focused on evaluating the Enlarged Group's board of directors to ensure it is appropriately constituted and has the necessary skills and characteristics that are deemed necessary for Healthperm. The Nomination Committee is also responsible for reviewing and changing corporate governance policies ss may be required.

 

Page last up-dated: 9 November 2017

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