JSE 1,165c

Corporate governance

UK Corporate Governance Code and Market Abuse Regulation

The Board is committed to the highest standards of corporate governance and has adopted processes and policies to seek to ensure a sound framework for the control and management of the business. The Board intends to comply with 124 of the UK Corporate Governance Code published in September 2014 by the Financial Reporting Council (“UK Corporate Governance Code”) as it relates to “smaller companies” (companies which are outside the FTSE350 throughout the year immediately prior to the reporting year). The Company is not subject to the Code of Corporate Governance in Guernsey. The Company will report to its Shareholders on its compliance with the UK Corporate Governance Code in accordance with the Listing Rules.

The Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee. In light of UK Admission, the Board intends to review its terms of reference for each committee. If the need should arise, the Board may set up additional committees.

The Company has adopted policies and procedures to comply with the Market Abuse Regulation, including the establishment of a Disclosure Committee and a code of securities dealings in relation to the Ordinary Shares. The Company intends the code to apply to the Directors and other relevant employees of the Company.

Board composition

The UK Corporate Governance Code recommends that, on appointment, the chairman of a company with a premium listing on the Official List should be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgement. The Independent Non-Executive Chairman is Neil Sachdev.

The UK Corporate Governance Code recommends that for small companies with a premium listing on the Official List, at least two Directors on the Board of Directors should comprise Non-Executive Directors, determined by the board to be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgement. As at the date of this document, the Board comprises two Executive Directors (Andrew Coombs and Alistair Marks), two independent Non-Executive Directors (Neil Sachdev and James Peggie) and one non-independent Non-Executive Director (Wessel Hamman). The Company regards each of the Non-Executive Directors other than Wessel Hamman as “independent Non-executive Directors” within the meaning of the UK Corporate Governance Code and free from any business or other relationship that could materially interfere with the exercise of their independent judgement.

The UK Corporate Governance Code further recommends that the board of directors of a company with a premium listing on the Official List of the FCA should appoint one of the Non-Executive Directors to be the Senior Independent Director to provide a sounding board for the Chairman and to serve as an intermediary for the other Directors when necessary. The Senior Independent Director should be available to Shareholders if they have concerns which contact through the normal channels of the Chairman or the Chief Executive Officer has failed to resolve or for which such contact is inappropriate. It is intended that James Peggie will, subject to UK Admission, be appointed as the Senior Independent Director.

The UK Corporate Governance Code further recommends that directors of companies with a premium listing on the Official List (other than “smaller companies”) should be subject to annual re-election. For “smaller companies”, directors must be subject to re-election by shareholders at the first annual general meeting after their appointment, and to re-election thereafter at intervals of no more than three years. While the Company remains a “smaller company”, it intends to comply with the requirements for “smaller companies” and thereafter intends to comply with the requirements for all other companies with a premium segment listing. The Company is also seeking further independent non-executive directors with the requisite skills to ensure it can comply with the highest standards of corporate governance as the Company grows.


Committees

Audit Committee

The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to the financial affairs of the Group and the Group’s audits. This includes a review of the interim and annual financial information and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external 125 auditors and reviewing the effectiveness of the internal audit, audit controls, whistleblowing and fraud systems in place within the Group. The Audit Committee meets normally not less than twice a year. In compliance with the requirements of the UK Corporate Governance Code, the Audit Committee is made up of four members, three of whom are independent Non-Executive Directors and two of whom have recent and relevant financial expertise. The Audit Committee is chaired by Justin Atkinson who is considered by the Board to have recent and relevant financial expertise.The other members of the Audit Committee are Neil Sachdev, Wessel Hamman (who is also considered by the Board to have recent and relevant financial expertise), and James Peggie.


Nomination Committee

The Nomination Committee assists the Board in reviewing the structure, size, composition and performance of the Board. It is also responsible nominating new Directors to become part of the Board, as appropriate. The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent Non-executive Directors. The Nomination Committee is chaired by Neil Sachdev, and its other members are two Non-executive Directors, James Peggie and Wessel Hamman.


Remuneration Committee

The UK Corporate Governance Code provides that a remuneration committee should comprise at least three members who are independent Non-Executive Directors. The Remuneration Committee is chaired by James Peggie, and its other members are Wessel Hamman and Neil Sachdev and therefore the Company complies with this requirement.


Disclosure Committee

The Disclosure Committee is responsible for monitoring, evaluating and enhancing the disclosure controls and procedures of the Group. The Disclosure Committee is chaired by James Peggie and its other member is Neil Sachdev. The Disclosure Committee will meet at such times as shall be necessary or appropriate.


Investment Committee

The purpose of the Investment Committee is to consider and review the recommendations of Executive Management in relation to acquisitions and disposals, CAPEX, projects and other matters involving capital commitments. The Investment Committee members are Neil Sachdev, Wessel Hamman, Andrew Coombs, Alistair Marks and Justin Atkinson. The Investment Committee will meet at such times as shall be necessary or appropriate.