Corporate Governance

The Board of Directors recognizes the importance of sound corporate governance commensurate with the size of the company and the interests of the Shareholders. The Board intends to comply, in all material respects, with certain Main Principles of the UK Corporate Governance Code. Besides, it voluntarily adopted the Model Code for Directors dealings contained in the Listing Rules of the UK Listing Authority

Taking into account the size and nature of the Company, it has been and will be in compliance with the UK Corporate Governance Code with the exception of the following:

Given the composition of the Board, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the division of responsibilities between the Chairman and chief executive and executive compensation), are considered by the Board to be inapplicable to the Company. In addition, the Company does not comply with the requirements of the UK Corporate Governance Code in relation to the requirement to have a senior independent director and the Board’s committees will not, at the outset, have three independent non-executive directors.

The UK Corporate Governance Code also recommends the submission of all directors for reelection at annual intervals. No Director will be required to submit for re-election until the first annual general meeting of the Company following the acquisition of a business or project (the Acquisition).

Following the Acquisition, the Board intends to put in place nomination, remuneration, audit and risk committees.