Corporate Governance Code

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The Board is committed to the highest standards of corporate governance. Save as set out below, the Board will comply with the Corporate Governance Code (the “Code”) and the Company will report to shareholders on its compliance with the Code in accordance with the Listing Rules.

The Code recommends that at least half the board of directors of a company, excluding the Chairman, should comprise non-executive directors whom the board considers to be independent. The Board currently consists of the Executive Chairman, the Group Chief Financial Officer, a Senior Independent Director and three Independent Non-Executive Directors.

The Code recommends that, on appointment, the Chairman of a company should be independent when assessed against the circumstances set out in the Code, and that the roles of Chairman and Chief Executive should not be exercised by the same individual. The Company does not comply with the recommendations on the role of Chairman since William Jackson, as Executive Chairman, will combine the roles of Chairman and Chief Executive and will not be deemed independent on appointment. The Nomination Committee and the Board consider that the role of an Executive Chairman is in the best interests of the Group in order to utilise the proven leadership qualities and significant experience of William Jackson to seek to ensure the ongoing commercial success of the Group. Furthermore, William Jackson has been engaged with the Group since 2000 and had been “Managing Partner” from 2003 until IPO and can therefore provide stability and continuity through his detailed understanding of the Group’s operations and the sectors in which it operates.

The Code recommends that the board of directors of a company should appoint one of the independent non-executive directors to be the senior independent director to provide a sounding board for the Chairman and serve as an intermediary for the other directors and shareholders. Archie Norman is Senior Independent Director.

The Code further recommends that directors should be subject to annual re-election. The Company intends to comply with this recommendation.

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