Governance

• Directors
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Corporate Governance

The Directors intend to take account of the requirements of the Corporate Governance Guidelines of the Quoted Companies Alliance to the extent that they consider it appropriate and having regard to the Company’s size, board structure, stage of development and resources.

Upon Admission, the Board will consist of five directors, three of whom will be independent non-executive Directors, in accordance with Corporate Governance Guidelines of the Quoted Companies Alliance.

The Company will hold regular board meetings. The Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have established an audit committee and a remuneration committee with formally delegated rules and responsibilities. Each of these committees will meet as and when appropriate save in the case of the audit committee which will meet at least twice each year.

On Admission the audit committee will be comprised of the non-executive Directors and will be chaired by Arun Duggal. The audit committee will, inter alia, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company.

On Admission the remuneration committee will be comprised of the non-executive Directors will be chaired by Dr. Hellawell. The remuneration committee will review and make recommendations in respect of the Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The remuneration committee will also make recommendations to the Board concerning the allocation of share options to employees.

Share Dealing Code

The Company has adopted a share dealing code for Directors and employees of the Company, which is compliant with the AIM Rules, and will take proper steps to ensure compliance by such persons.