19th Ave New York, NY 95822, USA

Corporate Governance

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size, Board structure, stage of development and resources, to comply with the QCA Code.

Audit Committee
An audit committee has been established. The audit committee meets at least ˜ times a year and is responsible for ensuring that the financial performance of the Company is properly reported and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. The external auditors attend all meetings and the audit committee has discussions with the external auditors at least once a year without any executive Directors being present.

Remuneration Committee
A remuneration committee has been established. The remuneration committee reviews the performance of the executive Directors and sets and reviews the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of the Shareholders. In determining the remuneration of executive Directors, the remuneration committee seeks to enable the Company to attract and retain executives of high calibre. No director is permitted to participate in discussions or decisions concerning his own remuneration. The remuneration committee meets as and when necessary.

The Company has adopted, and will operate a Code of Dealing for Directors, Persons Discharging Managerial Responsibility and other applicable employees under the equivalent terms to those provided by Rule 68 of the NEX Rules and in compliance with UK Legislation including the Market Abuse Regulation. It should be noted that the insider dealing legislation set out in the UK Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in Ordinary Shares.

The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.

The Directors have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of an investment or acquisition and adjusted accordingly.