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Corporate Governance

The Directors recognise the importance of sound corporate governance and intend to comply with the Corporate Governance Guidelines, to the extent appropriate for a company of its nature and size.

The Corporate Governance Guidelines were devised by the Quoted Companies Alliance ("QCA"), in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. An alternative code was proposed because the QCA considered the Combined Code to be inappropriate to many AIM companies.

The Corporate Governance Guidelines state that, "The purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term." The Board will meet at least quarterly to review the Group's strategy and oversee the Group's progress towards its goals. The Board has established Audit and Remuneration Committees, further details of which are set out below. Given the compact size of the Board, the Directors do not believe that there is a requirement to form a Nomination Committee.

Audit Committee

The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Kenneth Watterson and its other members are Michael Kloter and David Fisher. The Audit Committee meets at least twice a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. As a result of the Group’s special situation pedigree the Audit Committee serves as an additional independent reviewing body of valuations creating a best in class control for executive management.

Remuneration Committee

The Remuneration Committee is chaired by Michael Kloter and its other members are Kenneth Watterson and David Fisher. It meets not less than two times a year. Executive Directors may attend meetings at the Committee's invitation and may participate in decisions not relating to the remuneration of the Executive Directors. Kyriakos Rialas (CEO) and Andreas Rialas (CIO) participate in discussions relating to the remuneration of senior executives at the invitation of the Remuneration Committee.

The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Group's policy on the remuneration of senior executives and specific remuneration packages for Executive Directors and, exceptionally, other senior management, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the Share Option Plan. The remuneration of non-executive Directors is a matter for the board. No Director may be involved in any discussions as to his own remuneration.

 

Regulatory Disclosures

Date Headline  
08 Mar 2018 Capital Adequacy Dec 2017  
27 Feb 2017 Capital Adequacy Dec 2016  
15 Mar 2016 Capital Adequacy Dec 2015  
02 Apr 2015 Capital Adequacy Dec 2014  
17 Feb 2014 Capital Adequacy Dec 2013  

Other Information

Date Headline
08 Mar 2018 Pillar III Disclosures 
08 Mar 2018 Pillar III Disclosures (Auditor's Report)
12 Feb 2016 Service Contract A Rialas
12 Feb 2016 Service Contract K Waterson
12 Feb 2016 Service Contract D Fisher
12 Feb 2016 Service Contract M Kloter
12 Feb 2016 Service Contract K Rialas

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