OMiP / Investor Relations / The Board / Directors Responsibilities and Corporate Governance

Directors Responsibilities and Corporate Governance

Directors’ Responsibilities

The Company will hold timely board meetings periodically and as issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Group and establishing the policies of the Company. It is the Board’s responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company on behalf of the Shareholders, to whom the Directors are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Group’s approach to risk management.

The Company has also established a remuneration committee (“the Remuneration Committee”) and an audit committee (“the Audit Committee”) with formally delegated duties and responsibilities. The Remuneration Committee, which will comprise Scott Cohen as Chairman and Steve Gunning, will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Audit Committee, which will comprise Philip Miles as Chairman and Scott Cohen will meet not less than twice a year.

The Audit Committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.

Corporate Governance

The Directors will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies published by the Quoted Companies Alliance, from time to time, to the extent that the Directors believe it is appropriate in light of the size, stage of development and resources of the company.

Directors share dealing code

The Company has adopted, and will operate where applicable, a share dealing code for Directors and applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.

Takeover code

The UK City Code on Takeover & Mergers applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.