Intosol Corporate

Corporate Governance

Subject to the performance of the Company the Directors may seek to transfer the Company from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company and subject to fulfilling the relevant eligibility criteria at the time. If the Company is successful in obtaining a Premium Listing or other appropriate listing, further rules will apply to the Company under the Listing Rules and Disclosure Guidance and Transparency Rules and the Company will be obliged to comply or explain any derogation from the UK Corporate Governance Code.

In order to implement its business strategy, as at the date of the Admission Document the Company has adopted the corporate governance structure set out below:

UK Corporate Governance Code

The Board intends to comply, in all material respects, with certain Main Principles of the UK Corporate Governance Code and has adopted a share dealing code that complies with the requirements of the Market Abuse Regulations.

Market Abuse Regulations

The Company has adopted a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities shall comply with the share dealing code from the date of Admission.

Audit, Remuneration, Nomination and Disclosure Committees

As envisaged by the UK Corporate Governance Code, the Board has established Audit, Remuneration, Nomination and Disclosure Committees.

(A) Audit Committee

The Audit Committee has responsibility for, among other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will normally meet at least twice a year at the appropriate times in the reporting and audit cycle.

The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, together with requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Audit Committee covered in the terms of reference are: external audit, internal audit, financial reporting and internal controls and risk management. The terms of reference also set out the authority of the committee to carry out its responsibilities.

The Audit Committee’s terms of reference require that it comprise two or more independent Non-Executive Directors, and at least one person who is to have significant, recent and relevant financial experience. The Audit Committee have adopted the most up to date Risk Based Internal Audit Policies and Procedures.

The Audit Committee currently comprises Robert Mitchell, Marcus Yeoman and Dr Petra Buchholz. The committee is chaired by Dr Buchholz.

(B) Remuneration Committee

The Remuneration Committee has responsibility for the determination of the terms and conditions of employment, remuneration and benefits of each of the Chairman, Executive Directors, members of the executive and the company secretary, including pension rights and any compensation payments, and recommending and monitoring the level and structure of remuneration for senior management and the implementation of share option or other performance-related schemes. The Remuneration Committee will meet at least once a year.

The terms of reference of the Remuneration Committee cover such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Remuneration Committee covered in its terms of reference are: determining and monitoring policy on and setting levels of remuneration, early termination, performance-related pay and pension arrangements; authorising claims for expenses from the Directors; reporting and disclosure of remuneration policy; share schemes (including the annual level of awards); obtaining information on remuneration in other companies; and selecting, appointing and terminating remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.

The Remuneration Committee’s terms of reference require that it comprise two or more independent Non-Executive Directors.

The Remuneration Committee comprises Robert Mitchell, Marcus Yeoman and Rainer Spekowius. The committee is chaired by Rainer Spekowius.

(C) Nomination Committee

The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary.
The Nomination Committee’s terms of reference deal with such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Nomination Committee covered in its terms of reference include: review of the Board composition; appointing new Directors; reappointment and re-election of existing Directors; succession planning, taking into account the skills and expertise that will be needed on the Board in the future; reviewing time required from Non-Executive Directors; determining membership of other Board committees; and ensuring external facilitation of the evaluation of the Board. The Nomination Committee will meet at least once a year.

The Nomination Committee’s terms of reference require that it comprise two or more independent Non-Executive Directors.

The Nomination Committee comprises Robert Mitchell, Marcus Yeoman and Rainer Spekowius. The committee is chaired by Rainer Spekowius.

(D) Disclosure Committee

The Disclosure Committee is responsible for, among other things, helping the Company make timely and accurate disclosure of all information that it is required to disclose under its legal and regulatory obligations arising as a result of the listing of the Ordinary Shares on the London Stock Exchange. The Disclosure Committee will meet at such times as shall be necessary or appropriate.

The Disclosure Committee’s terms of reference deal with such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities in the terms of reference of the Disclosure Committee relate to the following: determining the disclosure treatment of material information; identifying insider information; assisting in the design, implementation and periodic evaluation of disclosure controls and procedures; monitoring compliance with the Company’s disclosure procedures and share dealing policies; resolving questions about the materiality of information; insider lists; reviewing announcements dealing with significant developments in the Company’s business; and considering the requirements for announcements in case of rumours relating to the Company.

The Disclosure Committee’s terms of reference require that it comprise two or more independent Non-Executive Directors.

The Disclosure Committee comprises Robert Mitchell, Marcus Yeoman and Dr Petra Buchholz. The Committee is chaired by Dr Petra Buchholz.